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

FORM 10-K (X)

|X| Annual Report Pursuantreport pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) Forfor the fiscal year ended March 31, 2003 ( )2004 or

|_| Transition Report Pursuantreport pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) Forfor the transition period from __________________ to ________________ ______ .

Commission file numbernumber: 0-7885

UNIVERSAL SECURITY INSTRUMENTS, INC. (Exact
(Exact name of registrant as specified in its charter) Maryland 52-0898545 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7-A Gwynns Mill Court, Owings Mills, MD 21117 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 410-363-3000

MARYLAND 52-0898545 


(State or other jurisdiction (I.R.S. Employer 
of incorporation or organization) Identification No.) 
7-A Gwynns Mill Court Owings Mills, Maryland 21117 


(Address of principal executive offices) (Zip Code) 
Registrant’s telephone number, including area code 363-3000 

Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered

Title of ClassName of Each Exchange on Which Registered
Common Stock, $0.01 par valueAmerican Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $.01 per share (Title

Title of Class) Class

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 andor 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 thesuch filing requirements for at least the past 90 days. Yes |X| No |_|

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

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

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 19, 2003: Common Stock, $.01 Par Value - $5,725,825 18, 2004 was $18,938,509.

The number of shares outstanding of the issuer's classes of common stock outstanding as of June 19, 2003: Common Stock, $.01 Par Value - 654,380 shares ITEM 1. FORWARD-LOOKING STATEMENTS This Annual Report on18, 2004 was 1,576,895.

DOCUMENTS INCORPORATED BY REFERENCE

To the extent specified, Part III of this Form 10-K contains forward-looking statements withinincorporates information by reference to the meaningRegistrant’s definitive proxy statement for its 2004 Annual Meeting of the federal securities laws. These statements canShareholders (to be identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "should", or "anticipates" or similar terminology, or by discussions of strategy. These statements reflect the reasonable judgment of our management with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. We cannot guarantee that our forward-looking statements will turn out to be correct or that our beliefs or goals will not change. Our actual results could be very different from, and worse than, our expectations for various reasons, including factors that may affect future results discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations. Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, an SEC-reporting company that identifies forward-looking statements and warns investors that actual results could differ materially from those in the forward-looking statements, will not be liable for any private action arising under the Securities Act of 1933 based on such forward-looking statements. BUSINESS GENERALfiled).


UNIVERSAL SECURITY INSTRUMENTS, INC.
2004 ANNUAL REPORT ON FORM 10-K

Table of Contents

PART I
Item 1.  Business 
Item 2.  Properties 
Item 3.  Legal Proceedings 
Item 4.  Submission of Matters to Vote of Security Holders 
 Executive Officers of the Registrant 
PART II
Item 5.  Market for Registrant’s Common Equity, Related 
   Stockholder Matters and Issuer Purchases of Equity Securities 
Item 6.  Selected Financial Data 10 
Item 7.  Management’s Discussion and Analysis of Financial 
   Condition and Results of Operations 11 
Item 7A.  Quantitative And Qualitative Disclosures About Market Risk 14 
Item 8.  Financial Statements and Supplementary Data 14 
Item 9.  Changes in and Disagreements with Accountants 
   on Accounting and Financial Disclosure 14 
Item 9A.    Controls and Procedures 15 
PART III
Item 10.  Directors and Executive Officers of the Registrant 16 
Item 11.  Executive Compensation 16 
Item 12.  Security Ownership of Certain Beneficial Owners 
   and Management 16 
Item 13.  Certain Relationships and Related Transactions 16 
Item 14.  Principal Accountant Fees and Services 16 
PART IV
Item 15.  Exhibits, Financial Statement Schedules and Reports 
   on Form 8-K 17 
Signatures 19 


PART I

ITEM 1.BUSINESS
General

     Universal Security Instruments, Inc. (the "Company"(“we” or "USI"“the Company”) was incorporated in the State of Maryland in 1969. Its principal offices are located at 7-A Gwynns Mill Court, Owings Mills, MD 21117 and its telephone number is 410-363-3000. The Company designs and markets a variety of popularly-priced safety and private label products consisting primarily of smoke alarms, carbon monoxide alarms and related products. Most of the Company'sour products require minimal installation and are designed for easy installation by the consumer without professional assistance.assistance, and are sold through retail stores. We also market products to the electrical distribution trade through our wholly-owned subsidiary, USI Electric, Inc. (“USI Electric”). The productselectrical distribution trade includes electrical and lighting distributors as well as manufactured housing companies. Products sold by USI ELECTRICElectric usually require professional installation.

     Prior to 2000, the Companywe also designed and marketed a variety of telecommunication and video products. Due to the low margins realized on itsour telecommunications and video products, the Company haswe have since focused itsour business primarily on safety - 2 - products. As a result, the Companywe (i) changed itsour marketing of telecommunications and video products to concentrate virtually exclusively on made-to-order private label sales, and (ii) entered into the electrical distribution market with an enhanced and newly packaged line of smoke alarms as well as itsour other safety products. The Company imports

     In 1989 we formed a limited liability company under the laws of Hong Kong, as a joint venture with a Hong Kong-based partner to manufacture various products in the Peoples Republic of China (the “Hong Kong Joint Venture”). We currently own a 50% interest in the Hong Kong Joint Venture and are a significant customer of the Hong Kong Joint Venture (31% of its sales during fiscal 2004 and 2003 respectively), with the balance of its sales made to unrelated customers worldwide.

     We import all of itsour products from various foreign suppliers. For the fiscal year ended March 31, 2003,2004, approximately 66%73% of the Company'sour purchases were imported from a Joint Venture with a Hong Kong corporation (Hong Kong Joint Venture), in which the Company owns a 50% interest. The Hong Kong Joint Venture has manufacturing facilities in the People's Republic of China. The Company's purchases during fiscal 2003 represented 31% of the Hong Kong Joint Venture's total sales. The Company'sVenture. Our sales for the year ended March 31, 20032004 were $15,953,883$17,201,116 compared to $10,480,829$15,953,883 for the year ended March 31, 2002,2003, an increase of approximately 52%8%. The Company

     We reported net income of $2,571,026 in fiscal 2004 compared to net income of $2,400,318 in fiscal 2003 compared to net income of $261,625 in fiscal 2002.2003. The primary reasons for the increase in earnings were higher Hong Kong Joint Venture earnings and higher operating income due to higher levels of sales due to increased sales by USI ELECTRIC. SAFETY PRODUCTS from sales.

The Company marketswas incorporated in Maryland in 1969. Our principal executive office is located at 7-A Gwynns Mill Court, Owings Mills, Maryland 21117, and our telephone number is 410-363-3000. Information about us may be obtained from our websitewww.universalsecurity.com. Copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, are available free of charge on our website as soon as they are filed with the Securities and Exchange Commission (SEC) through a link to the SEC’s EDGAR reporting system. Simply select the “Investor Relations” menu item, then click on the “SEC Filings” link. The SEC’s EDGAR reporting system can also be accessed directly atwww.sec.gov.

Safety Products

     We market a line of residential smoke alarms under the trade names "USI“USI ELECTRIC," "UNIVERSAL"” “UNIVERSAL” and "Smoke“Smoke Signal(TM)";” all of which are manufactured by the Hong Kong Joint Venture.

     Our line of smoke alarms consists of battery, electrical and electrical with battery backup alarms. The Company'sOur products contain different types of batteries with different battery lives, and some with alarm silencers. The smoke alarms marketed to the electrical distribution trade also include hearing impaired and heat alarms with a variety of additional features. The CompanyWe also markets a line ofmarket outdoor floodlights under the name "Lite“Lite Aide(TM)," carbon monoxide alarms, door chimes and ground fault circuit interrupters. Sales

     Our sales of the Company's safety products aggregated $16,717,427 or approximately 97% of total sales in the fiscal year ended March 31, 2004 and $15,438,715 or approximately 97% of total sales in the fiscal year ended March 31, 2003 and $10,054,979 or approximately 96% of total sales in the fiscal year ended March 31, 2002.2003. This increase in sales volume was due primarily to increased sales volume to the electrical distribution trade. - 3 - The Company isof smoke and carbon monoxide alarms.

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     We are focusing itsour sales and marketing efforts to maximize safety product sales, especially smoke alarms and carbon monoxide alarms manufactured by itsour Hong Kong Joint Venture and marketed to the electrical distribution trade. The electrical distribution trade covers electrical and lighting distributors as well as manufactured housing companies. OTHER PRODUCTSretail trade.

Other Products

     Since 2000, our focus has been primarily on sales of safety products and we have placed continuously less emphasis on sales of the other products which had been sold in earlier years. For the fiscal year ended March 31, 2003,2004, our sales of the Company's other private label products consisted primarily of audio tape, which aggregated $515,168$483,689 or 3% of total sales. For the fiscal year ended March 31, 2002,2003, sales of these products were $425,850$515,168 or 4%3% of total sales. The primary reason for the decrease in sales was fewer private label customers. IMPORT MATTERS The Company imports

Import Matters

     We import all of the products it sells. The Company, asour products. As an importer, iswe are subject to numerous tariffs which vary depending on types of products and country of origin, changes in economic and political conditions in the country of manufacture, potential trade restrictions and currency fluctuations. The Company hasWe have attempted to protect itselfourself from fluctuations in currency exchange rates to the extent possible by negotiating most commitments in U.S. dollars. The Company's

     Our inventory purchases are also subject to delays in delivery due to problems with shipping and docking facilities, as well as other problems associated with purchasing products abroad. The Company imports aA majority of itsour products, including those it purchasesproducts we purchase from theour Hong Kong Joint Venture, are imported from the People'sPeople’s Republic of China. SALES AND MARKETING The Company sells its

Sales and Marketing; Customers

     We sell our products to various customers. In 1999,customers, and our total sales market can be divided generally into two categories; sales by the Company, formedand sales by our USI Electric subsidiary.

     The Company markets our products to retailers, including wholesale distributors, chain, discount, and home center stores, catalog and mail order companies and to other distributors (“retailers”). Our products have historically been retailed to “do-it-yourself” consumers by these retailers. We also distribute our products through specialty markets such as premium/incentive and direct mail companies. We do not currently market any significant portion of our products directly to end users.

     The Company’s retail sales are made directly by our employees and by approximately 16 independent sales organizations who are compensated by commissions. Our agreements with these sales organizations are generally cancelable by either party upon 30 days notice. We do not believe that the loss of any one of these organizations would have a newmaterial adverse effect upon our business. Sales which are made directly by us are effected by our officers and full-time employees, six of whom are also engaged in sales, management and training. Sales outside the United States, are made by our officers and through exporters, were less than 4% of total sales in fiscal 2004.

     Our USI Electric subsidiary USI ELECTRIC, INC. for the purpose of selling safetymarkets our products to the electrical distribution trade (primarily electrical and thelighting distributors and manufactured home industry manufacturers.housing companies). USI ELECTRICElectric has established a national distribution system with 9 regional stocking warehouses throughout the United States which enables customers to receive their orders the next day without paying for overnight freight charges. The subsidiary (USI ELECTRIC) has hiredUSI Electric engages sales personnel from the electrical distribution trade and has engaged 2625 independent sales organizations which represent approximately 200230 sales representatives, some of which have warehouses where USI ELECTRICElectric products are maintained by our sales representatives for sale. - 4 - The Company's products are

     We also marketed to retailers, wholesale distributors, home centers, catalog and mail order companies and to other distributors ("retailers"). The Company's products have historically been retailed to "do-it-yourself" consumers by chain, discount, electrical, building supply, electrical distributors and hardware stores, as well as through catalogs. The Company also distributes itspromote our products through specialty markets such as premium/incentive and direct mail. The Company does not currently market any significant portion of its products directly to end users. Sales to retailers are made both by the Company and by approximately 10 independent sales organizations who are compensated by commissions. The Company has agreements with the sales organizations which are cancelable by either party upon 30 days notice. The Company does not believe that the loss of any one of these organizations would have a material adverse effect upon its business. The Company also promotes its products through itsour own sales catalogs and brochures, which are mailed directly to trade customers. The Company'scustomers, and our website. Our customers, in turn, may advertise the Company'sour products in their own catalogs and brochures and in their ads in newspapers and other media. The CompanyWe also exhibitsexhibit and sells itssell our products at various trade shows, including the annual National Hardware Show in Chicago, Illinois. The Company's domestic retail marketing strategy is designed to attract retailing customers outside the consumer electronics industry, such as variety stores and home centers. Sales are also made by officers and full-time employees of the Company, five of whom are also engaged in sales management and training. Sales outside the United States, which are made by officers of the Company and through exporters, were less than 4% of total sales in fiscal 2003. The Company'sLas Vegas, Nevada.

     Our backlog of orders believed to be firm as of March 31, 20032004 was approximately $774,183. The Company's$1,521,784. Our backlog as of March 31, 20022003 was approximately $714,085. The$774,183. This increase in backlog is a function of the timing of orders received from itsour customers. SUPPLIERS - HONG KONG JOINT VENTURE The Company has

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Hong Kong Joint Venture

     As explained earlier, we have a 50% interest in a Hong Kong Joint Venture which has manufacturing facilities in the People'sPeople’s Republic of China, for the manufacturing of certain of our electronic and electrical products sold byproducts.

     We believe that the Company. - 5 - The Company believes that this Hong Kong Joint Venture arrangement will ensure a continuing source of supply for a majority of the Company'sour safety products at competitive prices. During fiscal year 2003, the Company2004, 73% of our total inventory purchases were made 66% of its total purchases from the Hong Kong Joint Venture. These purchases represented approximately 31% of the Hong Kong Joint Venture's total sales. The products produced by the Hong Kong Joint Venture include smoke alarms and carbon monoxide alarms. The Company isWe are currently pursuing the development of additional products to be manufactured by the Hong Kong Joint Venture, such as otheradditional models of smoke alarms and a battery operated combination carbon monoxide and smoke alarm.alarm unit. Changes in economic and political conditions in China or any other adversity to the Hong Kong Joint Venture will unfavorably affect the value of the Company'sour investment in the Hong Kong Joint Venture and would have a material adverse effect on the Company'sCompany’s ability to purchase products for distribution. Refer

     We previously announced that the Hong Kong Joint Venture was being positioned for a possible initial public offering (IPO). At that time, we said that if an IPO is completed, the shares would be expected to NOTEbe listed on the GEM Section (Growth Enterprise Market) of the Hong Kong Stock Exchange. The Hong Kong Joint Venture now believes it qualifies for a Main Board listing on the Hong Kong Stock Exchange, and is proceeding with the application process for an IPO and listing on the Hong Kong Stock Exchange Main Board. No assurances can be given that these steps will result in an initial public offering for the Hong Kong Joint Venture. We will report further developments at such time as permitted in accordance with Hong Kong and U.S. regulations. Should the Hong Kong Joint Venture complete its IPO, our ownership of the Hong Kong Joint Venture will be reduced.

     Our purchases from the Hong Kong Joint Venture represented approximately 31% of the Hong Kong Joint Venture’s total sales during fiscal 2004, with the balance of the Hong Kong Joint Venture’s sales being primarily made in Europe and Australia, to unrelated customers. In the past two fiscal years, the Hong Kong Joint Venture has increased its sales to unrelated customers by $597,171 to $16,633,251 in fiscal 2004 from $16,036,080 in fiscal 2003. Please see Note C of the Financial Statements for a comparison of annual sales and earnings of the Hong Kong Joint Venture. In the past two fiscal years, the Hong Kong Joint Venture has increased its sales to customers other than the Company by $9,562,275 from $6,473,735 in fiscal 2002 to $16,036,010 in fiscal 2003. SUPPLIERS - OTHERS

Other Suppliers

     Certain private label products not manufactured for the Companyus by the Hong Kong Joint Venture are manufactured by other foreign suppliers. The Company believesWe believe that itsour relationships with itsour suppliers are good. The Company believesWe believe that the loss of itsour ability to purchase products from the Hong Kong Joint Venture would have a material adverse effect on the Company. The loss of any of itsour other suppliers could have a short-term adverse effect on itsour operations, but the Company believes that replacement sources for these other suppliers could be developed. COMPETITION

Competition

     In fiscal year 2003,2004, sales of safety products accounted for approximately 97% of our total sales. In the sale of smoke alarms, the Company competeswe compete in all of itsour markets with First Alert, Firex and Walter Kidde. All of these companies have greater financial resources and financial strength than the Company. The Company believeswe have. We believe that itsour safety products compete favorably with other such products in the market primarily on the basis of styling, features and pricing.

     The safety industry in general involves changing technology. The success of the Company'sour products may depend on the Company'sour ability to improve and update itsour products in a timely manner and to adapt to new technological advances. - 6 - EMPLOYEES The Company has 16

Employees

     We have 17 employees, 9 of whom are engaged in administration and sales, and the balance of whom are engaged in product development and servicing. The Company'sOur employees are not unionized. The Company believesunionized, and we believe that itsour relations with itsour employees are satisfactory. ITEM 2.

ITEM 2.PROPERTIES

     Effective December 1999, the Companywe entered into an operating lease for a 9,000 square foot office and warehouse located in Baltimore County, Maryland. This lease, which expires in October 2005, is subject to renewal for an additional three years with increasing rentals at 3% per year. The monthly rental approximates $5,244$5,385 per month during the current fiscal year. Effective March 2003, the Companywe entered into an operating lease for an approximately 1,8002,600 square foot office in Naperville, Illinois. This lease, which expires in February 2006, is subject to renewal for an additional six years with increasing rentals at 3% per year. The monthly rental approximates $2,689 per month during the initial term.current fiscal year.

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     The Company also owns 1-1/2 acresHong Kong Joint Venture currently operates an approximately 100,000 square foot manufacturing facility in the Guangdong province of undeveloped land locatedSouthern China. In response to our and the Hong Kong Joint Venture’s growth and expanding product lines, the Hong Kong Joint Venture is constructing a new, approximately 250,000 square-foot manufacturing facility in an industrialized area in Baltimore County, Maryland. This undeveloped parcelthe Fujian province of land is pledged as collateral toSouthern China, which should be completed by the Company's factor. The Company is currently negotiating the saleend of this property and expects the sale to be complete in late 2003.2004.

     The Company believes that its current facilities, and those of the Hong Kong Joint Venture, are currently suitable and adequate. ITEM 3.

ITEM 3.LEGAL PROCEEDINGS

     As previously announced, Underwriters Laboratories (UL) had identified potential problems with ground fault circuit interrupters (GFCI) units which were manufactured for the Company by Shanghai Meihao Electric, Inc. The Company also reported that the U.S. Consumer Product Safety Commission (CPSC) reviewed UL’s concerns and test results of the GFCI units and closed its inquiry into the Company’s GFCI units without recommending a recall. The Company voluntarily stopped sales in August 2003 following the concerns announced by UL. The Company’s results of operations for the year ended March 31, 2004 reflect the voluntary hold on GFCI sales. Our sales of GFCI’s was $1,695,566 and $2,629,329 during years 2004 and 2003, respectively. UL advised us on February 27, 2004 that it was satisfied that the previously identified potential problems were resolved and have approved Shanghai Meihao GFCI units for listing and sale. The Company resumed GFCI sales during April 2004.

     In December 2001, Leviton Manufacturing CompanyCo., Inc. filed a civil action in the United States District Court for the District of Maryland (Case No. 01CV3855)01cv3855), alleging that subsequent to December 11, 2001, the Company's ground fault circuit interrupters infringe on the plaintiff'sCompany’s GFCI units infringed one of plaintiff’s patents and service marks.configuration trade dress. The plaintiff is seeking injunctive relief and damages to be determined at trial. In February 2004, the Court ruled on various summary judgment motions pursuant to which the Court permitted Leviton’s configuration trade dress claim to proceed to trial, found that as a matter of law there could be no patent infringement liability prior to December 11, 2001, and permitted one of the Company’s patent invalidity defenses to proceed to trial. At this time no trial date has been assigned. Due to the still undefined nature of the asserted configuration trade dress, the amount of any loss to the Company from this claim is not yet determinable. Should the Company not prevail on its defenses, any recovery that Leviton may obtain under the patent claims would be limited to some “reasonable royalty” for GFCI sales occurring over a period starting December 11, 2001, for less than one year. The Company believes it has set aside adequate reserves for this contingency. The Company and its counsel believe that the Company has meritorious defenses to the claimclaims and is aggressively defending the suit. The Company believes it has adequately reserved for this case. - 7-

     On June 13, 2003, Leviton Manufacturing Co., Inc. filed a second civil suit against the Company in the United States District Court for the District of Maryland (Case No. 03-CV-1701)03cv1701), alleging this time that the Company's ground fault circuit interruptersCompany’s GFCI units infringe on severalone or more of its more recently issued patents issued to the plaintiff with respect tofor reset lockout technology mandatedrelated to but not required by the revision of UL Standard 943 for ground fault circuit interrupters,GFCI units, effective January 2003. Leviton has also asserted various trade dress and unfair competition claims many of which largely correspond to the claimsclaim in the previously identified pending suit. The plaintiff is seeking injunctive relief and damages to be determined at trial. The CompanyCourt has not yet answered and/or counterclaimedruled on the Company’s pending motion to stay the litigation until the conclusion of the GFCI manufacturer’s (the Company’s supplier) co-pending, declaratory judgment suit against Leviton. In that suit, the plaintiff, butmanufacturer has sought a declaratory judgment of non-infringement, invalidity, and unenforceability of the asserted patents. If the stay is not granted, the Company believescurrently expects that it will seek consolidation with the GFCI manufacturer’s suit. The Company and its counsel believe that the Company has meritorious defenses to the claimsclaim and willis aggressively defenddefending the suit. In the event of an unfavorable outcome, the amount of any potential loss to USI is not yet determinable.

     On June 11, 2003, Walter Kidde Portable Equipment, Inc. filed a civil suit against the Company in the United States District Court for the Middle District of North Carolina (Case No. 1:03CV00537)03cv00537), alleging that certain of the Company's Company’s AC powered/battery poweredbackup smoke detectors infringe on a patent acquired by Kidde. The plaintiff is seeking injunctive relief and damages to be determined at trial. The Company has not yet answered and/orand counterclaimed against the plaintiff butin this action, and the case is now in the discovery phase. The Company believesand its counsel believe that itthe Company has meritorious defenses to the claims and will aggressively defend the suit.

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     On February 2, 2004, Maple Chase Company, filed a civil suit in the United States District Court for the Northern District of Illinois (Case No. 03cv07205), against the Company, its USI Electric subsidiary, and one former and one present Illinois-based sales representative, alleging that certain of the Company’s smoke detectors infringe on a patent owned by Maple Chase. The defendants have answered and counterclaimed against Maple Chase. In an effort to bring about settlement with the Court’s assistance, the parties are exploring submission of the patent to re-examination in the United States Patent and Trademark Office (USPTO). Due the preliminary status of the litigation and the outcome of proceedings before the USPTO, the amount, if any, of potential loss to the Company is not yet determinable. The Company believes that it has meritorious and substantial technical defenses to the action and that it is entitled to a number of legal/equitable defenses due to the long period of inaction and acquiescence by Maple Chase and its predecessors. The Company intends to vigorously defend the suit and press its pending counterclaims.

     On April 23, 2004, the Company filed a civil suit against The Hartford Casualty Insurance Company in the United States District Court for the District of Maryland (Case No. 04cv1320), claiming that the insurer is required to indemnify the Company from any damages and legal fees in connection with the two Leviton patent cases. The defendant has answered the complaint and the litigation is proceeding.

     As previously reported, on September 3, 2003 the Company was advised that Michael Kovens, a then-director, principal stockholder and the former Chairman and chief executive officer of the Company (“Kovens”), had filed an action in Baltimore County Circuit Court (Case No. C-03-9639) against the Company and the other directors seeking: (i) to enjoin the Company from holding its Annual Meeting of Stockholders on September 8, 2003 until Kovens was able to nominate directors for election at the Annual Meeting; (ii) to require the Company to provide Kovens with certain confidential information to which Kovens claims he is entitled under Maryland law; (iii) to enjoin the Company from voting as proxy any shares issued by the Company since Kovens was replaced as Chairman and CEO; (iv) to void the employment agreement between the Company and its president, and to enjoin the Company from enforcing a “Change of Control” provision in the Company’s president’s employment agreement; (v) to void all issuances by the Company of restricted stock and options from and after October 1, 2001; (vi) to void any Bylaw amendments adopted by the Company from and after October 1, 2001; (vii) to enforce the exercise of an option by Kovens to purchase 20,000 shares of the Company’s common stock at $2.25 per share which the Company maintains has expired; (viii) to void the election by the Company, pursuant to the Maryland General Corporation Law, to be governed by certain provisions of Maryland law; and (ix) other unspecified relief.

     The Court refused to issue a temporary restraining order requested by Kovens to enjoin the Company and the other directors from holding the Annual Meeting, enforcing the “Change of Control” provision in the Company’s president’s employment agreement, and taking other unspecified actions. On October 2, 2003, the Court granted the parties’ joint motion to stay all proceedings in the matter to allow the parties an opportunity to negotiate a resolution of the dispute.

     On May 28, 2004, Kovens’ new counsel filed an amended complaint on behalf of Kovens, which also includes a derivative action brought in the name of the Company against the Company’s directors claiming that the actions Kovens alleges to have occurred amount to a breach of their fiduciary duty to the Company. The amended complaint seeks declaratory relief for essentially the same matters requested in the original complaint, and seeks damages from the directors in the amount of $20 million. The Company, in accordance with its charter and bylaws, is providing a defense for the directors named in the amended complaint and, subject to the provisions of applicable law, is obligated to indemnify them for any loss they might ultimately incur. In addition, Kovens is seeking an additional $500,000 from the Company with respect to the exercise of the option for the purchase of 20,000 shares at $2.25 per share (mentioned above) which the Company maintains has expired. Furthermore, Kovens alleges that the Chairman and the President of the Company interfered with certain contractual relationships between Kovens and third parties for which Kovens is seeking damages of $25 million. The Company has been advised by counsel that the action as filed is wholly without merit, and the Company intends to aggressively defend the action.

     From time to time, the Company is involved in various lawsuits and legal matters. It is the opinion of management, based on the advice of legal counsel, that these matters will not have a material adverse effect on the Company'sCompany’s financial statements.

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ITEM 4. 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. - 8 - PART II

     There were no submissions of matters to a vote of security holders during the quarter ended March 31, 2004.

EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is information about the Company’s executive officers.

NAMEAGEPOSITIONS
Stephen C. Knepper 60    Chairman of the Board and Chief Executive Officer 
Harvey B. Grossblatt 57    President, Chief Operating Officer and Chief 
      Financial Officer

     STEPHEN C. KNEPPER has been a director of the Company since 1970. Mr. Knepper served as Chairman of the Board of the Company from 1970 through September 1996, and as Vice Chairman of the Board from September 1996 until October 2001. Mr. Knepper was reelected as Chairman of the Board and Chief Executive Officer in October 2001.

     HARVEY B. GROSSBLATT has been a director of the Company since 1996. Mr. Grossblatt has served as Chief Financial Officer since October 1983, President since June 1996, and Secretary and Treasurer of the Company since September 1988. Mr. Grossblatt was appointed Chief Operating Officer in April 2003.

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PART II

ITEM 5. 5.MARKET FOR REGISTRANT'STHE REGISTRANT’S COMMON STOCKEQUITY, RELATED STOCKHOLDERMATTERS AND RELATED STOCKHOLDER MATTERS The Company'sISSUER PURCHASES OF EQUITY SECURITIES

     Prior to July 28, 2003, our common stock, is$.01 par value (the “Common Stock”) traded on the Over-The-Counter Bulletin Board (OTCBB).(OTC) market under the symbol USEC. On July 28, 2003, the Common Stock began trading on the American Stock Exchange under the symbol UUU.

As of June 18, 2004, there were 157 record holders of the Common Stock. The OTCBBclosing price for the Common Stock on that date was $12.01. A four for three stock dividend was paid on April 5, 2004 to stockholders of record on March 15, 2004. We have not paid any cash dividends on our common stock, and it is a regulated quotation service that displays real-time quotes, last sales prices and volume information on over-the-counter equity securities.our present intention to retain all earnings for use in future operations.

     The following table showssets forth the high and low prices for the Common Stock for each full quarterly period during the fiscal 2003 and 2002 quarterlyyears indicated. With respect to periods through the first quarter of the fiscal year ended March 31, 2004, the prices reflect the high and low bid prices foras available through the Company's common stock as reported by the OTCBB. The bid quotationsOTC market and represent prices between dealers and do not reflect the retailer markups, markdowns or commissions, and may not represent actual transactions. FiscalBeginning with the second quarter of the fiscal year ended March 31, 2003 Bid Prices High Low First Quarter 4.50 2.60 Second Quarter 7.80 3.57 Third Quarter 10.50 4.60 Fourth Quarter 9.55 7.40 Fiscal year ended March 31, 2002 Bid Prices High Low First Quarter 1.25 0.90 Second Quarter 1.65 0.95 Third Quarter 3.95 0.90 Fourth Quarter 4.40 2.20 On June 19, 2003,2004, the closing quotation for our common stockprices reflect the high and low sales prices as reported by the American Stock Exchange. All prices have been adjusted to reflect the four for three stock dividend paid on the OTC Bulletin Board was $8.75. You should obtain current market quotations forApril 5, 2004.

Fiscal Year Ended March 31, 2004
First Quarter High              $ 8.55 
Low              $ 5.62 
Second Quarter High              $ 14.81 
Low              $ 7.69 
Third Quarter High              $ 13.35 
Low              $ 10.88 
Fourth Quarter High              $ 13.49 
Low              $ 10.80 
Fiscal Year Ended March 31, 2003
First Quarter High              $ 3.38 
Low              $ 1.95 
Second Quarter High              $ 5.85 
Low              $ 2.68 
Third Quarter High              $ 7.88 
Low              $ 3.45 
Fourth Quarter High              $ 7.16 
Low              $ 5.55 

     Information regarding our common stock because the market price of our stock may fluctuate greatly. You can obtain these quotations from various websites or by calling your broker. As of March 31, 2003, there were approximately 175 holders of record of the Company's common stock. Approximately 55% of the Company's 1,159,932 outstanding shares of common stock were held in street name by an unknown number of beneficial owners since it does not reflect persons or entities that hold our stock in "Street" name or through various brokerage firms. The Company has not paid any cash dividends on its common stockequity compensation plans is set forth in the last three years. ItCompany’s definitive Proxy Statement to be filed pursuant to Regulation 14A and issued in conjunction with the 2004 Annual Meeting of Stockholders (the “Proxy Statement”) in the Section entitled “Executive Compensation” and is the Company's present intention to retain all earnings for use in its future operations. - 9 - ITEM 6. incorporated herein by reference.

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ITEM 6.SELECTED FINANCIAL DATA

     The following selected consolidated financial data should be read in conjunction with, and is qualified by reference to, the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report on Form 10-K. The Statement of Operations data and the Balance Sheet data for each of the five years ended, and as at, March 31, 2000, 2001, 2002, 2003 have beenand 2004 are derived from theour audited consolidated financial statements. The information set forth below is not necessarily indicativeAll share and per share amounts included in the following financial data have been retroactively adjusted to reflect the 4-for-3 stock dividend paid on April 5, 2004 to shareholders of results of future operations. Years Endedrecord on March 31, 2003 2002 2001 2000 1999 Consolidated Statement of Operations Data: Net sales $15,953,883 $10,480,829 $ 7,731,501 $ 7,667,530 $ 9,071,628 Income (loss) before equity in earnings (loss) of Hong Kong Joint Venture 504,422 (976,063) (799,183) (95,925) (1,119,154) Net income (loss) 2,400,318 261,625 (758,940) 41,056 (806,552) Per common share: Net income (loss) - basic 2.23 .28 (.83) .05 (.93) - diluted 2.05 .28 (.83) .04 (.93) Weighted average number of common shares outstanding - basic 1,075,079 938,624 912,270 903,495 863,706 - diluted 1,171,309 945,770 912,270 938,807 863,706 Consolidated Balance Sheet Data: Total assets 8,382,043 5,182,462 5,945,690 5,476,545 6,402,120 Long-term debt (non-current) 7,224 22,396 45,088 60,260 - Working capital (1) 2,377,688 402,425 585,032 1,368,513 1,514,425 Current ratio (1) 2.26 to 1 1.27 to 1 1.23 to 1 2.01 to 1 1.63 to 1 Shareholders' equity 6,493,415 3,681,273 3,303,304 4,062,244 3,987,072 (1) Working capital is computed as the excess of current assets over current liabilities. The current ratio is calculated by dividing current assets by current liabilities. Quarterly Results of Operations (Unaudited): 15, 2004.

 Year Ended March 31,

 2004  2003  2002 2001 2000 
 
 
 
 
 
 
Statement of Operations Data:        
     Net sales $17,201,116       $15,953,883       $10,480,829      $7,731,501      $7,667,530 
     Income (loss) before equity in earnings       
     (loss) of Hong Kong Joint Venture and       
     income taxes 429,716  279,615  (976,063(799,183(95,925
     Net income (loss) 2,571,026  2,400,318  261,625 (758,94041,056 
     Per common share:        
         Net income (loss)        
           Basic 1.69  1.66  0.21 (0.630.03 
           Diluted 1.49  1.54  0.21 (0.630.03 
         Weighted average number of common       
         shares outstanding        
           Basic 1,516,846  1,443,439  1,251,499 1,216,360 1,204,660 
           Diluted 1,725,206  1,561,745  1,261,027 1,216,360 1,251,743 
 
Balance Sheet Data:        
     Total assets 11,386,619  8,382,043  5,182,462 5,945,690 5,476,545 
     Long-term debt (non-current) —  7,224  22,396 45,088 60,260 
     Working capital (1) 4,200,170  2,377,688  402,425 585,032 1,368,513 
     Current ratio (1) 2.92:1  2.26:1  1.27:1 1.23:1 2.01:1 
     Shareholders’ equity 9,198,272  6,493,415  3,681,273 3,303,304 4,062,244 
(1)Working capital is computed as the excess of current assets over current liabilities. The current ratio is calculated by dividing current assets by current liabilities.

The unaudited quarterly results of operations for fiscal years 20032004 and 20022003 are summarized as follows: Quarter Ended 2003 June 30, September 30, December 31, March 31, Net sales $3,750,926 $4,091,272 $4,252,447 $3,859,238 Gross profit 1,083,225 1,286,147 1,289,601 1,314,843 Net income 576,940 630,129 673,365 519,883 Net income per share - basic .57 .60 .61 .46 Net income per share - diluted .55 .55 .55 .42 Quarter Ended 2002 June 30, September 30, December 31, March 31, Net sales $2,255,130 $2,653,482 $2,965,386 $2,606,831 Gross profit 552,282 748,584 790,350 721,436 Net income 62,359 23,543 36,433 139,290 Net income per share - basic .07 .03 .04 .14 Net income per share - diluted .07 .03 .04 .13

 Quarter Ended 

 June 30,  September 30, December 31,  March 31, 
 
 
 
 
2004       
Net sales $4,431,950      $4,998,483     $3,838,192      $3,932,491 
Gross profit 1,460,245  1,575,707 1,230,667  1,531,957 
Net income 852,498  740,446 493,792  484,290 
Net income per share – basic 0.57  0.49 0.33  0.31 
Net income per share – diluted 0.51  0.43 0.29  0.28 
 
2003       
Net sales $3,750,926  $4,091,272 $4,252,447  $3,859,238 
Gross profit 1,083,225  1,286,147 1,289,601  1,314,843 
Net income 576,940  630,129 673,365  519,884 
Net income per share – basic 0.43  0.45 0.45  0.34 
Net income per share – diluted 0.41  0.41 0.41  0.31 

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ITEM 7. MANAGEMENT'S7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS SALES

Forward-Looking Statements

     When used in this discussion and elsewhere in this Annual Report on Form 10-K, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors, including regional and national economic conditions, unfavorable judicial decisions, substantial changes in levels of market interest rates, credit and other risks of lending and investment activities and competitive and regulatory factors could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected. We do not undertake and specifically disclaim any obligation to update any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

General

     We are in the business of marketing and distributing safety and security products which are primarily manufactured through our 50%-owned Hong Kong Joint Venture. Our financial statements detail our sales and other operational results only, and report the financial results of the Hong Kong Joint Venture using the equity method. Accordingly, the following discussion and analysis of the fiscal years ended March 31, 2004, 2003 and 2002 relate to the operational results of the Company only. A discussion and analysis of the Hong Kong Joint Venture’s operational results for these periods is presented below under the heading “Hong Kong Joint Venture.”

Comparison of Results of Operations for the Years Ended March 31, 2004, 2003 and 2002

Sales.In fiscal year 2004, our net sales increased by $1,247,233 (7.8%), from $15,953,883 in fiscal 2003 to $17,201,116 in fiscal 2004. Our focus on marketing to retailers, including the wholesale distribution trades, generated the majority of the increase. We anticipate continued revenue growth in all our markets.

     In fiscal year 2003, sales increased by $5,473,054 (52%) from the prior year. The Company's$10,480,829 in fiscal 2002 to $15,953,883 in fiscal 2003. Our focus on marketing to the electrical distribution trade through our USI ELECTRICElectric subsidiary generated an increase in sales to this market of approximately $4,000,000 from(from approximately $8,300,000 in 2002 to approximately $12,300,000 in 2003. The Company2003). We also experienced an increase of approximately $1,473,000 in sales from itsto the Company’s retail and wholesale distribution customers over the prior year. The Company anticipates these favorable trends will continue. In fiscal year 2002, sales increased by $2,749,328 (36%) from the prior year. The Company's focus on marketing to the electrical distribution trade through USI ELECTRIC generated an increase in sales to this market

Cost of approximately $4,000,000, from approximately $4,300,000 in 2001 to approximately $8,300,000 in 2002. The Company experienced a decrease of approximately $1,210,000 in sales from its retailSales and wholesale distribution customers. The decrease resulted primarily from lower private label sales. COST OF SALES AND GROSS PROFIT Gross Profit.Gross profit as a percentage of net sales ("gross margin"(or “gross margin”) in fiscal 20032004 was 31.2%33.7% compared to 26.8%31.2% and 26.9%26.8% in fiscal 20022003 and 2001,2002, respectively. The increaseincreases in gross profit for fiscal 2003each year resulted from a higher concentration of USI ELECTRIC sales and increased productivity and efficiency. Gross margins were similar in fiscal years 2002 and 2001. The Company'sOur strategy is to increase gross margins by increasing sales, which will increase the gross margin percentage as a percent of sales as thesales. Since fixed costs will not increase at the same rate as sales. - 11 - EXPENSESsales, the gross margin percentage as a percent of sales will increase as sales increase. Management does not anticipate a near-term need to increase fixed costs.

Expenses. Selling, general and administrative expenses for fiscal 2004 increased by $745,202 (17.5%) from $4,265,581 in fiscal 2003 to $5,010,783 in fiscal 2004. As a percentage of sales, selling, general and administrative expenses were 27% for fiscal 2003 and 29% for fiscal 2004. The increase in selling, general and administrative expenses was mainly due to higher commission and freight costs associated with our higher sales, higher legal costs associated with defending patent and other litigation and implementing our expansion in retail marketing. These increases were partially offset by a net gain of $146,836 from the sale of a 1.5 acre parcel of land during the second quarter of fiscal 2004.

     In fiscal year 2003, selling, general and administrative expenses increased by approximately $662,927 (20%$887,734 (26%), from $3,377,847 in fiscal 2002 to $4,040,774$4,265,581 in fiscal 2003. As a percentage of sales, selling, general and administrative expenses were 25%27% for fiscal year 2003 and 32% in fiscal year 2002. The decrease in selling, general and administrative expense as a percent of sales was due to higher sales volume and variable costs which did not increase at the same rate as sales, includingsales. The higher expenses were due to increased sales commissions and freight, and higher legal costs partly associated with defending the patent suitsuits described under Item 3, - LEGAL PROCEEDINGS. In fiscal year 2002, selling, general and administrative expenses increased by approximately $924,466 (38%), from $2,453,381 in 2001 to $3,377,847 in 2002. As a percentage of sales, selling, general and administrative expenses were 32% for both fiscal years 2002 and 2001. The increase in the amount of these expenses resulted from higher sales and associated costs, including increased sales commissions and freight and higher legal costs partly associated with defending the patent suit described under Item 3 - LEGAL PROCEEDINGS. INTEREST EXPENSE“Legal Proceedings”.

-11 -


Interest Expense. Interest expense for fiscal year2004 decreased to $83,589 from $153,168 in fiscal 2003 primarily due to lower interest rates and lower levels of debts. Interest expense for fiscal 2003 decreased to $153,168 from $188,020 in fiscal year 2002 primarily due primarily to lower interest rates. Interest expense for fiscal year 2002 decreased to $188,020 from $248,135 in fiscal year 2001 due primarily to lower levels of borrowings and lower interest rates. INCOME TAX The Company

Income Taxes.We did not make any provision for federal or state income taxes in each of the three2002, 2003 and 2004 fiscal years, in the period ended March 31, 2003 due to theour operating loss carry forwardcarryforward for income tax purposes. However, we made a provision of $24,001 for state income taxes for fiscal year 2004. A valuation allowance has been established and, accordingly, no benefit has been recognized for the tax benefit of our net operating losses or other deferred tax assets. - 12 - NET INCOME The Company

Net Income.We reported net income of $2,571,026 for fiscal year 2004 compared to a net income of $2,400,318 for fiscal year 2003, compared to a net income of $261,625 for fiscal year 2002. The$170,708 (7%) increase. This increase in net income resulted from both higher Hong Kong Joint Venture earnings and higher gross profit, partially offset by higher selling, general and administrative expenses associated with increased sales and higher legal costs partly associated with defending the patent suitas described under Item 3 - LEGAL PROCEEDINGS. The Companyabove.

We reported net income of $2,400,318 for fiscal year 2003 compared to a net income of $261,625 for fiscal year 2002, compared to a net loss of $758,940 for fiscal year 2001. The$2,138,693 (817%) increase. This increase in net income resulted from both higher Hong Kong Joint Venture earnings and higher gross profit, partially offset by higher selling, general and administrative expenses associated with increased sales and higher legal costs partly associated with defending the patent suitas described under Item 3 - LEGAL PROCEEDINGS. FINANCIAL CONDITION AND LIQUIDITY Cashabove.

Financial Condition, Liquidity and Capital Resources

     Our cash needs of the Company are currently met by funds generated from operations and from the Company'sour Factoring Agreement, which supplies both short-term borrowings and letters of credit to finance foreign inventory purchases. The Company's maximum borrowingwe may borrow under this Agreement is $7,500,000. However, based on specified percentages of the Company'sour accounts receivable and inventory and letter of credit commitments, at March 31, 2003, the borrowings were2004, our maximum borrowing amount was limited to $1,696,000. Of this amount, $153,400 had been utilized for letters$3,260,000, all of credit, leaving $1,534,000which was available under this Agreement as of March 31, 2003.2004. The outstanding principal balance under this Agreement is payable upon demand. The interest rate on the Factoring Agreement, on the uncollected factored accounts receivable and any additional borrowings is equal to 1% in excess of the prime rate of interest charged by the Company's factor;factor which, as of March 31, 2003,2004, resulted in a 5.25%5.0% rate. The borrowings are collateralized by all the Company'sour accounts receivable inventory and a 1.5 acre parcel of land owned by the Company.inventory. During the year ended March 31, 2003,2004, working capital (computed as the excess of current assets over current liabilities) increased by $1,975,263,$1,822,482, from $402,425 on March 31, 2002, to $2,377,688 on March 31, 2003. Operating2003, to $4,200,170 on March 31, 2004.

     Our operating activities used cash of $61,873$292,716 for the year ended March 31, 2003.2004. For the fiscal year ended March 31, 2002,2003, operating activities used cash of $114,109.$61,873. This decreaseincrease of $52,236$230,843 was primarily due to higher levels of inventory,accounts receivable and undistributed Joint Venture earnings primarily offset by higher net incomeincome.

     Our investing activities provided cash of $329,213 during fiscal 2004 and accounts payable. - 13 - Investing activities used cash of $16,892 and 2,322 forduring fiscal 2003. This increase resulted primarily from the sale of the land parcel discussed above. During 2004, as in prior years, ended 2003 and 2002the Company offset its distributions from the Hong Kong Joint Venture with amounts due by the Company to the Hong Kong Joint Venture for the purchase of equipment.safety products. The Hong Kong Joint VentureCompany offset $1,164,608 during fiscal 2004 and $1,279,187 and $665,631during fiscal 2003 of trade amounts due by it to the Hong Kong Joint Venture in lieu of cash payments.distributions. The Company records these payments as a non-cash transaction in its statement of cash flows.

     Financing activities in 20032004 provided the Company with cash of $110,494,$100,581, primarily due to the sale of common stock and the exercise of employee stock options. Financing activities in 20022003 provided cash of $101,172$110,494 which was also primarily from the sale of common stock. HONG KONG JOINT VENTURE

Hong Kong Joint Venture

     The financial statements of the Hong Kong Joint Venture is included in this Form 10-K beginning on page JV-1. The reader should refer to these financial statements for additional information.

     In fiscal year 2003,2004, sales of the Hong Kong Joint Venture were $23,365,301$24,114,967 compared to $11,410,035$23,365,301 and $6,053,815$11,410,035 in fiscal years 2003 and 2002, and 2001, respectively.

Net income was $4,755,540$4,171,334 for fiscal year 20032004 compared to net income of $2,475,376$4,755,540 and $80,487$2,475,376 in fiscal years 2003 and 2002, respectively. The decrease in the current fiscal year is primarily attributable to lower gross margins due to competition and 2001, respectively.higher manufacturing costs. The increase in income for the year ended March 31, 2003 was due primarily to higher sales, including to unrelated customers (i.e., other than the Company.Company).

-12 -


     Gross margins of the Hong Kong Joint Venture for fiscal 2004 decreased to 30.6% from 33.7% in the prior fiscal year. The primary reason for this decrease was that lower gross margins due to competition and higher costs. For fiscal 2003, the Hong Kong Joint Venture’s gross margin increased to 33.7% from 32.6% in the prior year.during fiscal 2002. The primary reason for this increase was that the variable costs in cost of goods sold did not increase at the same rate as sales.

Selling, general and administrative expenses were $2,971,274, $2,806,412 $1,530,579 and $1,448,320$1,530,579 for fiscal years 2004, 2003 2002 and 2001,2002, respectively. As a percentage of sales, these expenses were 12%, 13%12% and 24%13% for fiscal years 2004, 2003 2002 and 2001,2002, respectively. The decreaseincrease in selling, general and administrative expense as a percent of salesexpenses each year was due partially to higher costs as well as higher sales volume and variable costs which did not increase at the same rate as sales.volume.

     Interest income net of interest expense was $2,315$45,795 for fiscal year 2003,2004, compared to $54,164$2,315 and $158,098$54,164 in fiscal years 20022003 and 2001,2002, respectively. The decreaseincrease in interest income is due to investments in higher sales and dividend payments which reduced investment balances. yielding bonds.

Cash needs of the Hong Kong Joint Venture are currently met by funds generated from operations. During fiscal year 2003,2004, working capital increaseddecreased by $1,738,218$4,264,215 from $3,844,654 on March 31, 2002 to $5,582,872 on March 31, 2003. - 14 - RECENTLY ISSUED ACCOUNTING STANDARDS During fiscal year 2003 the Financial Accounts Standards Board issued Statement of financial Account Standards (SFAS) No. 145, "Rescission of FASB Statements 4, 44, and 64, and Amendment of FASB Statement 13, and Technical Corrections," SFAS No. 146, "Accounting for Costs Associated with Exit and Disposal Activities," SFAS No. 147, "Acquisition of Financial Institutions," and FASB Interpretations (FIN) 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The Company doesto $1,318,657 on March 31, 2004. We are not expect these new pronouncementsin a position to impact the preparation of financial statements. In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based Compensation-Transition and Disclosure: an amendment of FASB Statement No. 123." SFAS 148 allows alternative methods of transition for an entity to report a voluntary changequantify any funds which may be available to the fair value based method of accounting for stock-based employee compensation and amends the disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on the reported results. SFAS 148 is effective for fiscal years ending after December 15, 2002. The Company is evaluating both whether to adopt a fair-value based method and the transition methods allowed under this standard and accordingly, cannot determine the impact of adoption at this time. On January 31, 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities," which clarifies existing accounting for whether interest entities should be consolidated in financial statements based upon the investees' ability to finance its activities without additional financial support and whether investors possess characteristics of a controlling financial interest. FIN 46 applies to years or interim periods beginning after June 15, 2003 with certain disclosure provisions required for financial statements issued after January 31, 2003. We are currently evaluating the applicability of FIN 46 to our investments in our Hong Kong Joint Venture from any IPO proceeds, if an IPO by the Hong Kong Joint Venture is completed (as previously discussed).

Contractual Obligations and have complied withCommitments

     The following table presents, as of March 31, 2004, our significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the disclosure provisionsnature of FIN 46each obligation is included in theseNote E to the consolidated financial statements. - 15 - CRITICAL ACCOUNTING POLICIES Management's

 Payment due by period 
   Less than  1-3  3-5  More than 
       Contractual Obligations Total  1 year  years  years  5 years 
       Capital Lease Obligations 7,224       7,224       —        —             — 
       Operating Lease Obligations 167,947  98,184  69,763   —    — 
               
 
 
 
 
  
       Total $175,171  $105,408  $69,763  —   — 
 
 
 
 
  

Critical Accounting Policies

     Management’s discussion and analysis of the Company'sour consolidated financial statements and results of operations are based upon the Company'sour Consolidated Financial Statement included as part of this document. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluateswe evaluate these estimates, including those related to bad debts, inventories, income taxes, and contingencies and litigation. The Company basesWe base these estimates on historical experiences and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes

     We believe that the following critical accounting policies affect management'smanagement’s more significant judgments and estimates used in the preparation of its consolidated financial statements. For a detailed discussion on the application on these and other accounting policies see Note A to the attached consolidated financial statements.statements included in this Annual Report. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty and actual results could differ from these estimates. These judgments are based on our historical experience, terms of existing contracts, current economic trends in the industry, information provided by our customers, and information available from outside sources, as appropriate. Our critical accounting policies include: The Company's

Our revenue recognition policies are in compliance with Staff Accounting Bulletin No. 101, "RevenueRevenue Recognition in Financial Statements"Statements” issued by the Securities and Exchange Commission. Revenue is recognized at the time product is shipped and titledtitle passes pursuant to the terms of the agreement with the customer, the amount due from the customer is fixed and collectibility of the related receivable is reasonably assured. The Company establishesWe establishe allowances to cover anticipated doubtful accounts based upon historical experience. - 16

-13 -


     Inventories are valued at the lower of market or cost. Cost is determined on the first-in first-out method. The Company hasWe have recorded a reserve for obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. Management reviews the reserve quarterly.

     We currently have significant deferred tax assets resulting from tax credit carryforwards, net operating loss carryforwards and deductible temporary differences, which will reduce taxable income in future periods. We have provided a valuation allowance on future tax benefits such as foreign tax credits, foreign net operating losses, capital losses and net operating losses. A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax assetsasset will not be realized. Forming a conclusion that a valuation allowance is not needed is difficult when there is a negative evidence such as cumulative losses and losses in recent years. Cumulative losses weigh heavily in the overall assessment. As a result of ourmanagement’s assessment, we established a full valuation allowance for ourits remaining net deferred tax assets at March 31,2003.31, 2004.

     We are subject to lawsuits and other claims, related to patents and other matters. We areManagement is required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is based on a careful analysis of each individual issue with the assistance of outside legal counsel. The required reserves may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. For more information, see Note H

Recently Issued Accounting Pronouncements

On January 31, 2003, the Financial Accounting Standards Board (FASB) issued FIN 46, “Consolidation of Variable Interest Entities,” which clarifies existing accounting for whether interest entities should be consolidated in financial statements based upon the investees’ ability to finance its activities without additional financial support and whether investors possess characteristics of a controlling financial interest. FIN 46 applies to years or interim periods beginning after June 15, 2003 with certain disclosure provisions required for financial statements issued after January 31, 2003. We are currently evaluating the consolidatedapplicability of FIN 46 to our investments in our Hong Kong Joint Venture and have complied with the disclosure provisions of FIN 46 in these financial statements.

ITEM 7A. 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's

     Our principal financial instrument is itsour Factoring Agreement which provides for interest at the factor'sfactor’s prime rate (4.25%(4.0% at March 31, 2003)2004) plus 1%. The Company isWe are affected by market risk exposure primarily through the effect of changes in interest rates on amounts payable by the Companyus under itsour Factoring Agreement. A significant rise in the prime rate could materially adversely affect the Company'sour business, financial - 17 - condition and results of operations. At March 31, 2003, the Company2004, we had no aggregate principal outstanding under the facility. If principal amounts outstanding under the Company'sour Factoring Agreement remained at this year-end level for an entire year and the prime rate increased or decreased, respectively, by 0.5%, the Companywe would pay or save, respectively, an additional $8,500.00 in interest in that year. The Company doesWe do not utilize derivative financial instruments to hedge against changes in interest rates or for any other purpose.

ITEM 8. 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to

     The financial statements and supplementary data required by this Item 8 are included in the Company’s Consolidated Financial Statements Description Page Reportand set forth in the pages indicated in Item 15(a) of Independent Certified Public Accountants 19 Consolidated balance sheets, March 31, 2003this Annual Report.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     Not applicable.

ITEM 9A.CONTROLS AND PROCEDURES

     We maintain a system of disclosure controls and 2002 20 Consolidated statementsprocedures that is designed to provide reasonable assurance that information, which is required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of operations1934, as amended, is accumulated and communicated to management in a timely manner. Our Chief Executive Officer and Chief Financial Officer have evaluated this system of disclosure controls and procedures as of the end of the period covered by this annual report, and believe that the system is operating effectively to ensure appropriate disclosure. There have been no changes in our internal control over financial reporting during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

- 14 -


     Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the employees involved and the control procedures in place, the risks associated with such lack of segregation are insignificant and the potential benefits of adding employees to clearly segregate duties do not justify the expenses associated with such increases. Management will periodically reevaluate this situation.

     We have also been advised that the independent registered public accounting firm for the years ended 21 March 31, 2003, 2002 and 2001 Consolidated statements of shareholders' equity forHong Kong Joint Venture has identified certain internal control deficiencies at the 23 years ended March 31, 2003, 2002 and 2001 Consolidated statements of cash flows forHong Kong Joint Venture which the years ended 24 March 31, 2003, 2002 and 2001 Notesauditors consider to be “significant deficiencies” that, in the aggregate, constitute “material weaknesses” under U.S. accounting standards. The Hong Kong Joint Venture’s independent auditors have advised the Hong Kong Joint Venture that these internal control deficiencies do not affect the auditor’s unqualified report on the Hong Kong Joint Venture’s consolidated financial statements 25 Schedule II - Valuationas of March 31, 2004 and Qualifying Accounts 52 - 18 for the year then ended. The Hong Kong Joint Venture is in the process of addressing these deficiencies and Company management will continue to monitor the Hong Kong Joint Venture’s progress in this area.

- 15 -


PART III

ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information with respect to the identity and business experience of the directors of the Company and their remuneration set forth in the section captioned “Election of Directors” in the Proxy Statement is incorporated herein by reference. The information with respect to the identity and business experience of executive officers of the Company is set forth in Part I of this Form 10-K. The information with respect to the Company’s Audit Committee is incorporated herein by reference to the section captioned “Meetings and Committees of the Board of Directors” in the Proxy Statement. The information with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the section captioned “Compliance With Section 16(a) of the Exchange Act” in the Proxy Statement. The information with respect to the Company’s Code of Ethics is incorporated herein by reference to the section captioned “Code of Ethics” in the Proxy Statement.

ITEM 11.EXECUTIVE COMPENSATION

     The information required by this item is incorporated herein by reference to the sections captioned “Director Compensation” and “Executive Compensation” in the Proxy Statement.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     The information required by this item is incorporated herein by reference to the sections captioned “Beneficial Ownership” and “Information Regarding Share Ownership of Management” in the Proxy Statement.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated herein by reference to the section captioned “Transactions with Management” in the Proxy Statement.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The information required by this item is incorporated herein by reference to the section captioned “Independent Registered Public Accountants” in the Proxy Statement.

-16 -


PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements.

Page
Report of Independent Registered Public Accounting Firm F-1 
Consolidated Balance Sheets as of March 31, 2004 and 2003 F-2 
Consolidated Statements of Operations for the Years Ended March 31, 2004, 2003 and 2002 F-3 
Consolidated Statements of Shareholders’ Equity for the Years Ended March 31, 2004, 2003 and 2002 F-4 
Consolidated Statements of Cash Flows for the Years Ended March 31, 2004, 2003 and 2002 F-5 
Notes to Consolidated Financial Statements F-6 
(a) 2. Financial Statement Schedules.
Schedule II – Valuation of Qualifying Accounts S-1 
(a) 3. Exhibits required to be filed by Item 601 of Regulation S-K.

Exhibit No.
3.1    Articles of Incorporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for 
   the period ended December 31, 1988, File No. 0-7885) 
3.2    Articles Supplementary, filed October 14, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s 
   Current Report on Form 8-K filed October 31, 2002, file No. 0-7885) 
3.3    Bylaws, as amended (incorporated by reference to Exhibit 3 to the Company’s Form 8-A/A filed July 24, 
   2003) 
10.1    Non-Qualified Stock Option Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s 
   Quarterly Report on Form 10-Q for the period ended September 30, 2003, File No. 0-7885) 
10.2    Hong Kong Joint Venture Agreement, as amended (incorporated by reference to Exhibit 10.1 to the 
   Company’s Annual Report on Form 10-K for the year ended March 31, 2003, File No. 0-7885) 
10.3    Amended Factoring Agreement with CIT Group (successor to Congress Talcott, Inc.) dated November 14, 
   1999 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the 
   year ended March 31, 2003, File No. 0-7885) 
10.4    Amendment to Factoring Agreement with CIT Group (incorporated by reference to Exhibit 10.4 to the 
   Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2002, File No. 0-7885) 
10.5    Lease between Universal Security Instruments, Inc. and National Instruments Company dated October 21, 
   1999 for its office and warehouse located at 7-A Gwynns Mill Court, Owings Mills, Maryland 21117 
   (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the Fiscal 
   Year Ended March 31, 2000, File No. 0-7885) 
10.6    Amended and Restated Employment Agreement dated April 1, 2003 between the Company and Harvey B. 
   Grossblatt (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for 
   the year ended March 31, 2003, File No. 0-7885) 
21    Subsidiaries of the Registrant*
23.1    Consent of Grant Thornton LLP* 
23.2    Consent of Grant Thornton LLP (Hong Kong)* 
23.3    Consent of Ernst & Young (Hong Kong)* 
31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer* 
31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer* 
32.1    Section 1350 Certifications* 
99.1    Press Release dated July 13, 2004* 

*Filed herewith

(b)Reports on Form 8-K.

On January 8, 2004, the Registrant filed a Current Report of Form 8-K furnishing, under Item 5, information with respect to the construction of a new manufacturing facility by the Registrant’s 50%-owned Hong Kong Joint Venture and other matters.

-17 -


On February 24, 2004, the Registrant filed a Current Report of Form 8-K furnishing, under Item 5, information with respect to the resumption of shipments of GFCI units following the resolution of concerns raised by Underwriters Laboratories.

On March 1, 2004, the Registrant filed a Current Report of Form 8-K furnishing, under Item 5, information with respect to the Registrant’s stock dividend which was paid on April 5, 2004.

(d) Financial Statements Required by Regulation S-X.
Separate financial statements of the Hong Kong Joint Venture 
Independent Auditors’ Report JV-1 
Report of Independent Auditors JV-2 
Consolidated Income Statement JV-3 
Consolidated Balance Sheet JV-4 
Balance Sheet JV-5 
Consolidated Statement of Changes in Equity JV-6 
Consolidated Cash Flow Statement JV-7 
Notes to Financial Statements JV-8 

-18 -


SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNIVERSAL SECURITY INSTRUMENTS, INC. 
July 13, 2004 By: /s/ Harvey B. Grossblatt 

     Harvey B. Grossblatt 
     President 

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

SignatureTitleDate
/s/ Stephen C. Knepper                  Chairman of the Board, Chief Executive    July 13, 2004 

                 Officer and Director
Stephen C. Knepper 
/s/ Harvey B. Grossblatt                  President, Chief Financial Officer    July 13, 2004 

                 and Director 
Harvey B. Grossblatt 
/s/ Cary Luskin                  Director    July 13, 2004 

Cary Luskin 
/s/ Ronald A. Seff, M.D.                  Director    July 13, 2004 

Ronald A. Seff 
/s/ Howard Silverman, Ph.D.                  Director    July 13, 2004 

Howard Silverman, Ph.D. 

-19 -


REPORT OF INDEPENDENT CERTIFIEDREGISTERED PUBLIC ACCOUNTANTS ACCOUNTING FIRM

To the Shareholders and Board of Directors of Universal Security Instruments, Inc.

We have audited the accompanying consolidated balance sheets of Universal Security Instruments, Inc. and subsidiaries (the Company) as of March 31, 20032004 and 2002,2003, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended March 31, 2003.2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of the Hong Kong Joint Venture which is accounted for using the equity method.method as of March 31 2003 and the two years in the period ended March 31, 2003. The Company's investment of $3,831,583 and $2,990,067 in the Hong Kong Joint Venture's net assets at March 31, 2003, and 2002, and equity in earnings of $2,120,703 $1,237,688 and $40,243$1,237,688 for each of the threetwo years in the period ended March 31, 2003 are included in the accompanying consolidated financial statements. The financial statements of the Hong Kong Joint Venture were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the Hong Kong Joint Venture, is based on the report of the other auditors. auditors as of March 31, 2003 and the two years in the period ended March 31, 2003.

We conducted our audits in accordance with auditingthe standards generally accepted inof the United States of America.Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of Universal Security Instruments, Inc. and subsidiaries as of March 31, 20032004 and 2002,2003, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2003,2004, in conformity with accounting principles generally accepted in the United States of America.

We have also audited Schedule II for each of the three years in the period ended March 31, 2003.2004. In our opinion, this schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required therein. /s/

/s/ GRANT THORNTON LLP
Baltimore, Maryland
June 13, 2003 - 19 - 11, 2004

F-1


UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS ASSETS March 31, 2003 2002 CURRENT ASSETS Cash $ 51,112 $ 19,383 Accounts receivable: Trade, less allowance for doubtful accounts of $10,000 and $68,358 in 2003 and 2002, respectively 207,539 155,052 Employees 16,303 1,115 223,842 156,157 Amount due from factor 623,566 38,436 Inventory 3,224,229 1,557,994 Prepaid expenses 136,343 109,238 TOTAL CURRENT ASSETS 4,259,092 1,881,218 INVESTMENT IN HONG KONG JOINT VENTURE 3,831,583 2,990,067 PROPERTY AND EQUIPMENT, NET 279,896 301,082 OTHER ASSETS 11,472 10,095 TOTAL ASSETS $8,382,043 $5,182,462 See notes to consolidated financial statements. - 20 -

ASSETS March 31 
 
 
 2004 2003 
 
 
 
CURRENT ASSETS    
   Cash 188,190      $51,112 
   Accounts receivable:    
         Trade less allowance for doubtful accounts of $15,000 and $10,000 at March 31, 2004 and 2003, respectively90,852 207,539 
         Employees  23,770 16,303 
 
 
 
  114,622 223,842 
   Amount due from factor  3,111,003 623,566 
   Inventory  2,867,650 3,224,229 
   Prepaid expenses  107,052 136,343 
 
 
 
TOTAL CURRENT ASSETS  6,388,517 4,259,092 
 
DEFERRED TAX ASSET  56,899  
 
INVESTMENT IN HONG KONG JOINT VENTURE  4,832,286 3,831,583 
 
PROPERTY AND EQUIPMENT – NET  93,431 279,896 
 
OTHER ASSETS  15,486 11,472 
 
 
 
TOTAL ASSETS 11,386,619 $8,382,043 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY    
 
CURRENT LIABILITIES    
   Accounts payable $1,517,305 $1,173,175 
   Accrued liabilities  663,818 684,979 
   Current obligations under capital lease  7,224 23,250 
 
 
 
TOTAL CURRENT LIABILITIES  2,188,347 1,881,404 
 
 
 
LONG-TERM CAPITAL LEASE OBLIGATIONS   7,224 
 
COMMITMENTS AND CONTINGENCIES    
 
SHAREHOLDERS’ EQUITY    
   Common stock, $.01 par value per share; authorized 20,000,000 shares;   
   issued and outstanding 1,552,896 and 1,495,976 shares at March 31, 2004   
   and March 31, 2003, respectively  15,529 14,960 
   Additional paid-in capital  11,188,903 11,055,641 
   Accumulated deficit  (2,006,160(4,577,186
 
 
 
TOTAL SHAREHOLDERS’ EQUITY  9,198,272 6,493,415 
 
 
 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 11,386,619 $8,382,043 
 
 
 

See notes to consolidated financial statements
F-2


UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY March 31, 2003 2002 CURRENT LIABILITIES Amount due to factor $ - $ 216,959 Accounts payable 1,173,175 787,492 Accrued liabilities 684,979 451,092 Current obligations under capital lease 23,250 23,250 TOTAL CURRENT LIABILITIES 1,881,404 1,478,793 LONG-TERM OBLIGATIONS UNDER CAPITAL LEASE 7,224 22,396 COMMITMENTS AND CONTINGENCIES - - SHAREHOLDERS' EQUITY Common stock, $.01 par value per share; authorized 20,000,000 shares; issued and outstanding 1,121,982 shares and 1,009,770 shares at March 31, 2003 and 2002, respectively 11,220 10,098 Additional paid-in capital 11,059,381 10,648,679 Accumulated deficit (4,577,186) (6,977,504) TOTAL SHAREHOLDERS' EQUITY 6,493,415 3,681,273 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,382,043 $ 5,182,462 See notes to consolidated financial statements. - 21 - STATEMENTS OF OPERATIONS

 Years Ended March 31 
 
 
 2004 2003 2002 
 
 
 
 
Net sales $17,201,116      $15,953,883      $10,480,829 
Cost of goods sold 11,402,540 10,980,067 7,668,177 
 
 
 
 
GROSS PROFIT 5,798,576 4,973,816 2,812,652 
 
Research and development expense 270,164 284,552 222,817 
Selling, general and administrative expense 5,010,783 4,265,581 3,377,847 
 
 
 
 
Operating income (loss) 517,629 423,683 (788,012
 
 
 
 
Other income (expense):    
   Interest expense (83,589(153,168(188,020
   Other (4,3249,100 (31
 
 
 
 
 (87,913(144,068(188,051
 
 
 
 
INCOME (LOSS) BEFORE EQUITY IN 429,716 279,615 (976,063
EARNINGS OF HONG KONG JOINT    
VENTURE AND INCOME TAXES    
 
Earnings from Hong Kong Joint Venture:    
Equity in earnings of Hong Kong Joint Venture 2,165,311 2,120,703 1,237,688 
 
 
 
 
Net Income Before Income Taxes $2,595,027 $2,400,318 $261,625 
 
Provision for Income Taxes 24,001   
 
 
 
 
NET INCOME $2,571,026 $2,400,318 $261,625 
 
 
 
 
Net income per share:    
 Basic $1.69 $1.66 $0.21 
 Diluted $1.49 $1.54 $0.21 
Shares used in computing net income per share:    
 Basic 1,516,846 1,443,439 1,251,499 
 Diluted 1,725,206 1,561,745 1,261,027 

See notes to consolidated financial statements.
F-3


UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS Years ended March 31, 2003 2002 2001 Net sales $15,953,883 $10,480,829 $7,731,501 Cost of goods sold 10,980,067 7,668,177 5,652,616 GROSS PROFIT 4,973,816 2,812,652 2,078,885 Research and development expense 284,552 222,817 176,767 Selling, general and administrative expense 4,040,774 3,377,847 2,453,381 Operating income (loss) 648,490 (788,012) (551,263) Other income (expense): Interest income - - 233 Interest expense (153,168) (188,020) (248,135) Other 9,100 (31) (18) (144,068) (188,051) (247,920) INCOME (LOSS) BEFORESHAREHOLDERS’ EQUITY IN EARNINGS OF HONG KONG JOINT VENTURE 504,422 (976,063) (799,183) Earnings from Hong Kong Joint Venture: Equity in earnings of Hong Kong Joint Venture 2,120,703 1,237,688 40,243 Cost allocable to Joint Venture (224,807) - - NET INCOME (LOSS) $ 2,400,318 $ 261,625 $ (758,940) Net income (loss) per share Basic $ 2.23 $ .28 $ (.83) Diluted $ 2.05 $ .28 $ (.83) Shares used in computing net income (loss) per share: Basic 1,075,079 938,624 912,270 Diluted 1,171,309 945,770 912,270 See notes to consolidated financial statements. - 22 -

 Common Stock      
 
 Additional Accumulated   
 Shares Amount Paid-In Capital Deficit Total 
 
 
 
 
 
 
Balance at March 31, 2001 1,216,360      $12,164      $10,530,269      $(7,239,129)       $3,303,304 
 
Issuance of common stock from the        
 exercise of employee stock options 130,000 1,300 115,044    116,344 
Net income     261,625  261,625 

 

 

 

 

 
 
Balance at March 31, 2002 1,346,360 13,464 10,645,313  (6,977,504 3,681,273 
 
Issuance of common stock from the        
 exercise of employee stock options 54,333 543 92,082    92,625 
Issuance of common stock 68,000 680 249,320    250,000 
Stock issued in lieu of directors fees 9,299 93 29,907    30,000 
Stock issued in satisfaction of accrued       
 compensation 17,984 180 39,019    39,199 
Net income     2,400,318  2,400,318 

 

 

 

 

 
 
Balance at March 31, 2003 1,495,976 $14,960 11,055,641  (4,577,186 6,493,415 
 
Issuance of common stock from the        
 exercise of employee stock options 56,297 563 124,692    125,255 
Stock issued in lieu of directors fees 756 7 9,993    10,000 
Retired stock (133(1(1,423   (1,424
Net income     2,571,026  2,571,026 

 

 

 

 

 
 
Balance at March 31, 2004 1,552,896 $15,529 $11,188,903 $2,006,160$9,198,272 

 

 

 

 

 

See notes to consolidated financial statements
F-4


UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Additional Common Stock Paid-In Accumulated Shares Amount Capital Deficit Total Balance at March 31, 2000 912,270 $ 9,123 $10,533,310 $(6,480,189) $4,062,244 Net loss (758,940) (758,940) Balance at March 31, 2001 912,270 9,123 10,533,310 (7,239,129) 3,303,304 Issuance of common stock from the exercise of employee stock options 97,500 975 115,369 116,344 Net income 261,625 261,625 Balance at March 31, 2002 1,009,770 10,098 10,648,679 (6,977,504) 3,681,273 Issuance of common stock from the exercise of employee stock options 40,750 407 92,218 92,625 Issuance of common stock 51,000 510 249,490 250,000 Stock issued in lieu of directors fees 6,974 70 29,930 30,000 Stock issued in satis- faction of accrued liabil- ities 13,488 135 39,064 39,199 Net income 2,400,318 2,400,318 Balance at March 31, 2003 1,121,982 $11,220 $11,059,381 $(4,577,186) $6,493,415 CASH FLOWS

 Years Ended March 31,  
 
 
CASH FLOWS FROM OPERATING ACTIVITIES 2004 2003 2002 
OPERATING ACTIVITIES 
 
 
 
Net income $2,571,026      $2,400,318      $261,625 
Adjustments to reconcile net income to net cash    
 used in operating activities:    
   Depreciation and amortization 33,218 38,077 30,483 
   Stock issued to directors in lieu of fees 10,000 30,000  
   Change in allowance for doubtful accounts 5,000 (58,358(31,642
   Inventory reserve write-down 1,741 (10,00061,741 
   Gain on sale of land (175,965  
   Earnings of the Hong Kong Joint Venture (2,165,311(2,120,703(1,237,688
   Changes in operating assets and liabilities:    
         Increase in accounts receivable and amounts due from factor (2,383,217(594,447(106,494
       Decrease (increase) in inventories 354,838 (1,656,235524,058 
       Decrease (increase) in prepaid expenses 29,291 (27,105(51,567
       Increase in accounts payable and accrued expenses 1,487,576 1,937,957 1,114,089 
       (Increase) decrease in other assets (4,014(1,3776,012 
       Decrease in amount due to factor   (684,726
       Increase in deferred taxes (56,899  
 
 
 
  
NET CASH USED IN OPERATING ACTIVITIES (292,716(61,873(114,109
 
INVESTING ACTIVITIES:    
   Purchase of equipment (20,787(16,892(2,322
   Gross proceeds from sale of land 350,000   
 
 
 
  
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 329,213 (16,892(2,322
 
 
 
  
FINANCING ACTIVITIES:    
   Net (repayments) borrowings of short-term debt  (216,959 
   Principal payments of capital lease obligations (23,250(15,172(15,172
   Proceeds from issuance of common stock from exercise of employee 125,255 92,625  
       stock options    
   Proceeds from issuance of common stock  250,000 116,344 
   Retirement of common stock (1,424  
 
 
 
  
NET CASH PROVIDED BY FINANCING ACTIVITIES 100,581 110,494 101,172 
 
 
 
  
INCREASE (DECREASE) IN CASH 137,078 31,729 (15,259
 
Cash at beginning of period 51,112 19,383 34,642 
 
 
 
  
CASH AT END OF PERIOD $188,190 $51,112 $19,383 
 
 
 
  
Supplemental information:    
 Interest paid $83,589 $153,168 $188,020 
 Income taxes paid $24,001 $ $ 
 
Non-cash investing transactions:    
 Issuance of 13,488 shares of common stock in satisfaction of accrued    
     compensation $ $39,199 $ 
 Repayment of trade payables due the Hong Kong Joint Venture in lieu of cash    
     distributions $1,164,608 $1,279,187 $665,631 

See notes to consolidated financial statements. statements

F- 23 - 5


UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended March 31, CASH FLOWS FROM OPERATING ACTIVITIES 2003 2002 2001 Net income (loss) $ 2,400,318 $ 261,625 $ (758,940) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 38,077 30,483 45,858 Stock issued to directors in lieu of fees 30,000 - - Change in allowance for doubtful accounts (58,358) (31,642) - Inventory reserve write-down (10,000) 61,741 - Earnings of Hong Kong Joint Venture (2,120,703) (1,237,688) (40,243) Changes in operating assets and liabilities: Increase in accounts receivable and amount due from factor (594,447) (106,494) (345,499) (Increase) decrease in inventories (1,656,235) 524,058 (205,735) (Increase) decrease in prepaid expenses (27,105) (51,567) 34,083 Increase in accounts payable and accrued expenses 1,937,597 1,114,087 269,529 (Increase) decrease in other assets (1,377) 6,012 (3,802) Decrease in amount due to factor - (684,726) - NET CASH USED IN OPERATING ACTIVITIES (61,873) (114,109) (1,004,749) INVESTING ACTIVITIES Purchase of equipment (16,892) (2,322) (11,182) NET CASH USED IN INVESTING ACTIVITIES (16,892) (2,322) (11,182) FINANCING ACTIVITIES Net (repayments) borrowings of short-term debt (216,959) - 973,728 Principal payments of capital lease obligations (15,172) (15,172) (15,172) Proceeds from issuance of common stock from exercise of employee stock options 92,625 - - Proceeds from issuance of common stock 250,000 116,344 - NET CASH PROVIDED BY FINANCING ACTIVITIES 110,494 101,172 958,556 INCREASE (DECREASE) IN CASH 31,729 (15,259) (57,375) Cash at beginning of period 19,383 34,642 92,017 CASH AT END OF PERIOD $ 51,112 $ 19,383 $ 34,642 Supplemental information: Interest paid $ 153,168 $ 188,020 $ 248,135 Income taxes paid - - - Non-cash investing transactions: Issuance of 13,488 shares of common stock in satisfaction of accrued liabilities 39,199 - - Repayment of trade payables due the Hong Kong Joint Venture in lieu of cash distributions 1,279,187 665,631 - See notes to consolidated financial statements. - 24 - UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business: The Company'sCompany’s primary business is the sale of smoke alarms and other safety products to retailers, wholesale distributors and to the electrical distribution trade which includes electrical and lighting distributors as well as manufactured housing companies. The Company imports all of its safety and other products from foreign manufacturers. The Company, as an importer, is subject to numerous tariffs which vary depending on types of products and country of origin, changes in economic and political conditions in the country of manufacture, potential trade restrictions and currency fluctuations.

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We believe that our 50% ownership interest in the Hong Kong Joint Venture allows us to significantly influence the operations of the Hong Kong Joint Venture. As such, we account for our interest in the Hong Kong Joint Venture using the equity method of accounting. We have included our investment balance as a non-current asset and have included our share of the Hong Kong Joint Venture’s income in our consolidated statement of operations. The investment and earnings are adjusted to eliminate intercompany profits.

Use of Estimates: In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition: The Company recognizes sales upon the shipment of its products net of applicable provisions for any discounts or allowances.

Stock-Based Compensation: For fiscal 2003 and prior years the Company used the intrinsic value method as defined by Accounting Principles Board Opinion No. 25 to We account for stock-based employee compensation using the intrinsic value method, which calculates compensation expense based on the difference, if any, on the date of the grant, between the fair value of our stock and the option exercise price. US GAAP requires companies who choose to account for stock option grants using the intrinsic value method to also determine the fair value of option grants using an option pricing models, such as the Black-Scholes models, and to disclose the impact of fair value accounting in each period presented. The Company intendsa note to adopt SFAS No. 123 as amended by SFASthe financial statements. In December 2002, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, No. 148, during fiscal 2003 but has“Accounting for Stock-Based Compensation Transition and Disclosure, an Amendment of FASB Statement No. 123.” We did not yet made a determination aselect to voluntarily change to the transitionfair value based method of accounting for stock-based employee compensation and record such amounts as charges to use or completed the valuation of the options granted during January 2003. operating expense.

The following table illustrates the effect on net income (loss) and net income (loss) per share had compensation costs for the stock-based compensation plan been determined based on the grant date fair values of awards under the provisions of SFAS No. 123, for the fiscal years. - 25 - Year Ended March 31 2003 2002 2001 Net income, as reported $2,400,318 $261,625 $(758,940) Deduct: Total stock-based employee compensation expense determined under fair value, net of related tax effects. (83,939) (48,729) 23,634 Pro forma net income 2,316,379 212,896 (782,574) Earnings per share: Basic - as reported 2.23 .28 (.83) Basic - pro forma 2.15 .23 (.86) Diluted - as reported 2.05 .28 (.83) Diluted - pro forma 1.98 .23 (.86) awards.

 Year Ended March 31 
 
 2004  2003  2002 
 
 
 
 
Net income, as reported $2,571,026       $2,400,318       $261,625  
Deduct: Total stock-based employee
compensation expense determined under fair
value, net of related tax effects
(81,111(83,939(48,729
 
 
 
 
Pro forma net income $2,489,915 $2,316,379 $212,896 
 
 
 
Earnings per share:    
 Basic - as reported $1.69 $1.66 $0.21 
 Basic - pro forma 1.64 1.60 0.17 
 
 Diluted - as reported 1.49 1.54 0.21 
 Diluted - pro forma 1.44 1.48 0.17 

F-6



Research and Development: Research and development costs are charged to operations as incurred.

Accounts Receivable: In September, 2000, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 140, "Accounting“Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities"Liabilities” (SFAS No. 140), which is effective for transfers of financial assets occurring after March 31, 2001.

In fiscal year 2002, the Company achieved the sales criteria of Statement of Financial Accounting Standards ("SFAS")SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" and, as such, amounts transferred under the Company'sCompany’s Factoring Agreement are treated as a sale of the asset. sales.

Beginning in fiscal year 2002, with the achievement of SFAS 140 sales criteria, the Company nets the factored accounts receivable with the corresponding advance from the Factor, showing the amount net in its consolidated balance sheet.

The Company sells trade receivables on a pre-approved non- recoursenon-recourse basis to the Factor under the Factoring Agreement on an ongoing basis. Factoring charges recognized on sales of receivables are included in selling, general and administrative expenses in the consolidated statements of income and amounted to - 26 -$167,561 and $160,125 and $104,164 for the years ended March 31, 20032004 and 2002,2003, respectively. The Agreement for the sale of accounts receivable provides for continuation of the program on a revolving basis until terminated by one of the parties to the Agreement.

Shipping and Handling Fees and Costs: The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with inbound freight are included in cost of goods sold. Shipping and handling costs associated with outbound freight are included in selling, general and administrative expenses and totaled $521,556, $498,179 $376,359 and $244,149$376,359 in fiscal years 2004, 2003 and 2002, and 2001, respectively.

Inventories: Inventories (consisting primarily of finished goods) are stated at the lower of cost (first-in, first-out method) or market. Included as a component of finished goods inventory are additional non-material costs. These costs include freight, import duty and inspection fees of $376,899$171,524 and $186,470$376,899 at March 31, 2004 and 2003, and 2002, respectively.

The Company reviews inventory quarterly to identify slow moving products and valuation allowances are provided when deemed necessary.

Property and Equipment: Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided by using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. The estimated useful lives for financial reporting purposes are as follows:

Leasehold improvements —        Term of lease 
Machinery and equipment —        5 to 10 years 
Furniture and fixtures —        5 to 15 years 
Computer equipment —        5 years 

F- Term of lease Machinery and equipment - 5 to 10 years Furniture and fixtures - 5 to 15 years Computer equipment - 5 years Accounting for Hong Kong Joint Venture: The Company has a 50% investment in a Hong Kong manufacturing facility. The Hong Kong Joint Venture investment is accounted for using the equity method. The investment and earnings are adjusted to eliminate intercompany profits. - 27 - 7


Income Taxes: The Company recognizes a liability or asset for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The deferred tax assets are reviewed periodically for recoverability and valuation allowances are provided, as necessary.

Net Income (Loss) per Share: The Company reports basic and diluted earnings per share. Basic earnings per share exclude dilution and areis computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding forduring the period. Diluted earnings per share is computed by dividing net income (loss), adjusted byfor the assumed conversion of any potential common share equivalents, including stock options,period by the weighted number of common shares and common share equivalents outstanding (unless their effect is anti-dilutive). Common stock equivalents totaling 14,750 at March 31, 2001 were not included in for the computation of diluted loss per share, because to do so would have been anti-dilutive. period.

Recently Issued Accounting Standards: During fiscal year 2003, the Financial Accounts Standards Board issued Statement of financial Account Standards (SFAS) No. 145, "Rescission of FASB Statements 4, 44, and 64, and Amendment of FASB Statement 13, and Technical Corrections," SFAS No. 146, "Accounting for Costs Associated with Exit and Disposal Activities," SFAS No. 147, "Acquisition of Financial Institutions," and FASB Interpretations (FIN) 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The Company does not expect these new pronouncements to impact the preparation of financial statements. In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based Compensation-Transition and Disclosure: an amendment of FASB Statement No. 123." SFAS 148 allows alternative methods of transition for an entity to report a voluntary change to the fair value based method of accounting for stock-based employee compensation and amends the disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on the reported results. SFAS 148 is effective for fiscal years ending after December 15, 2002. The Company is evaluating both whether to adopt a fair-value based method and the transition methods allowed under this standard and accordingly, cannot determine the impact of adoption at this time. - 28 - On January 31, 2003, the FASB issued FIN 46, "Consolidation“Consolidation of Variable Interest Entities," which clarifies existing accounting for whether interest entities should be consolidated in financial statements based upon the investees'investees’ ability to finance its activities without additional financial support and whether investors possess characteristics of a controlling financial interest. FIN 46 applies to years or interim periods beginning after June 15, 2003 with certain disclosure provisions required for financial statements issued after January 31, 2003. We are currently evaluating the applicability of FIN 46 to our investments in our Hong Kong Joint Venture and have complied with the disclosure provisions of FIN 46 in these financial statements.

Reclassifications: Certain prior year amounts have been reclassified in order to conform with current year presentation.

NOTE B - PROPERTY AND EQUIPMENT

Property and equipment consist of the following: March 31, 2003 2002 Land and improvements $174,034 $174,034 Leasehold improvements 71,885 71,885 Machinery and equipment 77,746 157,626 Furniture and fixtures 166,344 155,154 Computer equipment 69,830 65,955 Equipment held under capital lease 80,950 80,950 640,789 705,604 Less accumulated depreciation and amortization 360,893 404,522 $279,896 $301,082

 March 31, 
 
 2004  2003 
 
 
Land and improvements $—       $174,034 
Leasehold improvements 71,885  71,885 
Machinery and equipment 77,746  77,746 
Furniture and fixtures 181,889  166,344 
Computer equipment 75,072  69,830 
Equipment held under capital lease 80,950  80,950 
 
 
 487,542  640,789 
 
Less accumulated depreciation and amortization 394,111  360,893 
 
 
 $93,431  $279,896 
 
 

NOTE C - INVESTMENT IN THE HONG KONG JOINT VENTURE

The Company holds a 50% interest in a Joint Venture with a Hong Kong Corporation, which has manufacturing facilities in the People'sPeople’s Republic of China, for the manufacturing of consumer electronic products. As of March 31, 2003,2004, the Company has an investment balance of $3,831,583$4,832,286 for its 50% interest in the Hong Kong Joint Venture. - 29 -

The following represents summarized financial information derived from the audited financial statements of the Hong Kong Joint Venture as of March 31, 20032004 and 20022003 and for the years ended March 31, 2003, 2002 and 2001. This information was audited by other accountants and their report is included at March 31,2004, 2003 and 2002. (See Page 101 for additional details.) March 31, 2003 2002 Current assets $ 8,343,860 $5,897,705 Property and other assets 2,500,674 2,117,443 Total $10,844,534 $8,015,148 Current liabilities $ 2,761,078 $2,053,051 Non-current liabilities 3,846 43,047 Equity 8,079,610 5,919,050 Total $10,844,534 $8,015,148 For the Year Ended March 31, 2003 2002 2001 Net sales $23,365,301 $11,410,035 $6,053,815 Gross profit 7,870,436 3,717,474 1,305,164 Net income 4,755,540 2,475,376 80,487

F-8


 March 31, 
 
 2004  2003 
 
 
Current assets $5,128,208       $8,343,860 
Property and other assets 7,111,679  2,500,674 
      
Total $12,239,887  $10,844,534 
 
 
Current liabilities $3,809,551  $2,761,078 
Non-current liabilities 9,623  3,846 
 
 
Equity 8,420,713  8,079,610 
 
 
Total $12,239,887  $10,844,534 
 
 

 For the Year Ended March 31, 
 
 2004  2003  2002 
 
 
 
Net sales $24,114,967       $23,365,301       $11,410,035 
Gross profit 7,375,113  7,870,436  3,717,474 
Net income 4,171,334  4,755,540  2,475,376 

During the years ended March 31, 2004, 2003 2002 and 2001,2002, the Company purchased $7,481,716, $7,329,221 $4,895,903 and $3,841,325,$4,895,903, respectively, of finished product from the Hong Kong Joint Venture, which represents 66%73%, 78%66% and 66%78%, respectively, of the Company'sCompany’s total finished product purchases for the years ended at March 31, 2004, 2003 2002 and 2001.2002. Amounts due the Hong Kong Joint Venture included in Accounts Payable totaled $480,546$494,711 and $199,917$480,546 at March 31, 20032004 and 2002,2003, respectively. Amounts due from the Hong Kong Joint Venture included in Accounts Receivable totaled $40,000$174,935 and $53,676$40,000 at March 31, 2004 and 2003, and 2002, respectively.

The Company incurred interest costs charged by the Hong Kong Joint Venture of $25,482, $16,585 $27,659 and $26,762$27,659 during the years ended March 31, 2004, 2003 2002 and 2001,2002, respectively, related to its purchases. - 30 - In 2002, the Company has amended its employment agreements so that bonuses are based on the domestic and joint venture operating performance and, as a result, payments are allocable between domestic operations and joint venture operations. The Company recorded $224,807 of costs allocatable to the joint venture in the accompanying statement of operations for the year ended March 31, 2003. NOTE D - AMOUNTS DUE TO FACTOR

NOTE D - AMOUNTS DUE FROM FACTOR

The Company sells certain of its trade receivables on a pre-approved, non-recourse basis to a Factor. Since these are sold on a non-recourse basis, the factored trade receivables and related repayment obligations are not separately recorded in the Company'sCompany’s consolidated balance sheets. The financing from the factoring of the Company'sCompany’s trade receivables totaled $1,691,139$0 and $1,426,751$1,691,139 at March 31, 2004 and 2003, and 2002, respectively.

The Company'sCompany’s Factoring Agreement provides for financing of up to a maximum of $7,500,000 with the amount available at any one time based on 85% of uncollected non-recourse receivables sold to the factor and 45% of qualifying inventory, which at March 31, 20032004 was $1,696,000.$3,280,000. At March 31, 20032004 and 20022003 the Company owed $0 and $216,959 tohad no amounts due its factor under the Agreement. The amountsAt March 31, 2004, and 2003, the Company had no amount due its factor under the Agreement. At March 31, 2004 and 2003, the Company had $3,111,003 and $623,566 due from the factor, respectively. Any amount due to itsthe factor at March 31, 2002 relates to amounts advanced to the Company under the Agreement in excess of amount allowed to be advanced related to the Company's factored accounts receivable. In addition to the factored accounts receivable, this excess amount is also secured by the Company's inventory and real property owned by the Company. Company’s inventory.

Under this Factoring Agreement, the Company sold receivables of approximately $15,500,000$15,560,000 and $10,300,000$15,500,000 during the years ended March 31, 20032004 and 2002,2003, respectively. Gains and losses recognized on the sale of factored receivables include the fair value of the limited recourse obligation. The uncollected balance of non-recourse receivables held by the factor amounted to $2,171,324$2,695,465 and $1,426,751$2,171,324 at March 31, 2004 and 2003, and 2002, respectively.

Any outstanding amounts due to the factor are payable upon demand. The interest rate on this amount is the prime rate of interest plus 1% (5.25%(5.00% at March 31, 2003)2004). - 31 -

F-9


NOTE E - LEASES

The Company entered into capital lease agreements for various pieces of equipment, with an outstanding balance of $30,474$7,224 as of March 31, 2003.2004. The leases have imputed interest rates ranging from 7.6% to 10%, with monthly payments aggregating $1,810$929 per month. Year Ended March 31, 2003 2002 Obligations under capital lease $30,474 $45,646 Less current maturities 23,250 23,250 $ 7,224 $22,396

 Year Ended March 31, 
 
 2004  2003 
 
 
Obligations under capital lease $7,224       $45,646 
Less current maturities —  23,250 
 
 
 $7,224  $22,396 
 
 

Maturities of long term capital lease obligations for the three years following March 31, 20032004 are as follows: Year 2004 $24,487 2005 7,435 Total 31,922 Less amounts representing interest 1,448 Obligations under capital lease $30,474

Year  
2005 $7,435 
 
Total 7,435 
Less amounts representing interest 211 
 
Obligations under capital lease $7,224 
 

During December 1999, the Company entered into an operating lease for its office and warehouse which expires in October 2005. This lease is subject to renewal for an additional three years and has increasing rentals at 3% per year. Effective March 2003,In February 2004, the Company entered into an operating lease for an approximately 1,8002,600 square foot office in Naperville, Illinois. This lease, which expires in February 2006, is subject to renewal for an additional six years with increasing rentals at 3% per year. Rental expenses

Rent expense totaled $92,063, $67,886 and $57,164 for the years ended March 31, 2004, 2003 and 2002. Future obligations for the years ended March 31, under these non-cancelable operating leases are as follows: Year Amount 2004 $ 95,685 2005 98,184 2006 31,048 $224,917 - 32 - NOTE F - INCOME TAXES No provision

Year  

   
2005  $98,184 
2006 69,763 
  
  $167,947 

NOTE F – INCOME TAXES

Universal Security Instruments, Inc. (“USI”) provides for US federal or stateIncome Taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Accordingly, deferred income taxes have been recorded in any period presented, as the Company has incurred domestic operating losses in prior periods. Realization of deferred tax assets is dependent uponand liabilities are computed and recognized for those differences that have future earnings, if any. The Company has recorded a full valuation allowance against its deferred tax assets since management believes it is more likely than not that these assets may not be realized. No income tax benefit has been recorded for all periods presented because of the valuation allowance. At March 31, 2003, the Company has net operating loss (NOL) carryforwards in the United States of America of approximately $5,346,359 for income tax purposes that expire in 2009 through 2020. Deferred income taxes reflect the net tax effectconsequences of temporary differences betweenthat will result in net taxable or deductible amounts in future periods. Deferred tax expense or benefit is the carrying amountsresult of assets and liabilitieschanges in the net asset or liability for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company'sdeferred taxes. The deferred tax liabilities and assets are as follows:for USI result primarily from the use of accelerated methods of depreciation of equipment for tax purposes, reserves, inventories, accrued liabilities and change in the unremitted earnings of the Hong Kong joint venture.

Beginning 2004, USI will no longer recognize the deferred tax liability related to the unremitted earnings of the Hong Kong joint venture. There is no longer a plan to repatriate the unremitted earnings in the future, other than a possible $850,000 payment.

USI had a net operating loss carryforward from FYE March 31, 2003 2002 2001 Deferred tax liabilities: Unremitted Hong Kong Joint Venture earnings not considered permanently reinvested $ 1,465,270 $ 1,054,553 $ 836,800 Gross deferred tax liabilities 1,465,270 1,054,553 836,800 - 33 -of $5,234,386, of which $1,792,633 was utilized in FYE March 31, 2003 2002 2001 Deferred2004. This leaves a net operating loss carryforward to FYE March 31, 2005 in the amount of $3,441,753.

F-10



The components of income tax assets: Financial statement accruals and allowances 232,167 170,990 75,070 Inventory uniform capitalization 72,200 72,200 72,200 Other 41,983 47,367 39,650 NOL carryforwards and tax credits 2,031,616 2,612,451 2,611,908 Grossexpense (benefit) for USI are as follows:

 Year Ended March 31, 
 
 2004  2003 
 
 
Current      
 Federal 56,899       
 State  24,001   
 
 
  80,900  0
Deferred (56,899) 0
 
 
Total Income Tax $24,001  $
 
 

     Significant components of USI’s deferred tax assets 2,377,966 2,903,008 2,798,828 Valuation allowance (912,696) (1,848,455) (1,6962,028) Net deferred tax assets $ -0- $ -0- $ -0- and liabilities are as follows:

 March 31, 
 
 
 2004 2003 2002 
 
 
 
 
Deferred tax liabilities – unremitted earnings $637,279      $1,465,270      0 
from Hong Kong Joint Venture:     
Deferred tax assets:     
     Financial statement accruals and allowances 250,032 232,167  170,990 
     Inventory uniform capitalization 89,628 72,200  72,200 
     Other 40,346 41,983  47,367 
     AMT Tax Credit carryforward 21,621 0  0 
     NOL carryforwards and tax credits 1,307,866 2,031,616  2,612,451 
 
 
 
 
     Gross deferred tax assets 1,709,493 2,377,966  2,903,008 
     Valuation allowance (1,015,315(912,696 (1,848,455
 
 
 
 
     Net deferred tax liability (asset) $(56.899$0 0 
 
 
 
 

The reconciliation of between the statutory federal income tax computed atprovision and the U.S. federal statutoryactual effective tax rates to income tax expenseprovision is as follows: Years ended

 Years ended March 31, 
 
 
 2004 2003 2002 
 
 
 
 
Federal tax expense (benefit) at statutory rate on   
domestic income (loss) (34%) $202,627      $95,056      $(331,981
State income tax expense (benefit) 103,582 96,013 10,451 
Equity in (earnings) loss from Hong Kong Joint   
Venture 677,819 721,039 420,814 
Change in valuation allowance 102,619 (935,758(113,573
Change in deferred tax liability of unremitted    
earnings from the Hong Kong Joint Venture (1,142,270)0 0 
Other 79,624 23,650 14,289 
 
 
 
 
Provision for income taxes $24,001 0 0 
 
 
 
 

F-11



NOTE G - SHAREHOLDERS’ EQUITY

All share and per share amounts included in the consolidated financial statements have been retroactively adjusted to reflect the 4-for-3 stock dividend paid on April 5, 2004 to shareholders of record on March 31, 2003 2002 2001 Federal tax expense (benefit) at statutory rate on domestic income (loss)(34%) $ 95,056 $(331,981) $(271,722) State tax expense (Benefit) 96,013 10,451 (30,357) Equity in (earnings) loss from Hong Kong Joint Venture 721,039 420,814 13,683 Change in valuation allowance (935,758) (113,573) 276,262 Other 23,650 14,289 12,134 $ -0- $ -0- $ -0- - 34 - NOTE G - SHAREHOLDERS' EQUITY 15, 2004.

Common Stock - During the year ended March 31, 2003,2004, the Company issued 112,21257,015 shares of its common stock of which 40,75056,297 were issued on the exercise of employee stock options for total proceeds of $92,625; 51,000 shares were sold for $250,000; 6,974$125,255; 756 shares were issued to directors in lieu of directors fees and 13,488133 shares were issued in satisfaction of previously accrued amounts. During the year ended March 31, 2002, the Company issued 97,500 shares of its common stock on the exercise of employee stock options and received proceeds of $92,625. retired.

Employee Stock Purchase Plan - Under the terms of the Company'sCompany’s 1988 Employee Stock Purchase Plan, eligible employees can purchase shares of the Company'sCompany’s common stock through payroll deductions at a price equal to 90% of the price of the shares.

The Company has reserved 25,000 shares of common stock for issuance under the Plan. No member of the Board of Directors who is not an employee of the Company, and no member of the committee administering the Plan, can participate in the Plan. At March 31, 2003,2004, approximately 16,25021,667 shares remain reserved for issuance under this Plan.

Stock Options - Under terms of the Company'sCompany’s 1978 Non-Qualified Stock Option Plan, as amended, 493,750 shares of common stock are reserved for the granting of stock options, of which 109,019206,161 shares have been issued as of March 31, 2003,2004, leaving 343,981122,232 available for issuance upon exercise of options granted, or available for future grants to employees and directors. Under provisions of the Plan, a committee of the Board of Directors determines the option price and the dates exercisable. All options expire five years from the date of grant and have an exercise price at least equal to the market price at the date of grant. The options usually vest at 25% a year over four years.

The following tables summarize the status of options under the Non-Qualified Stock Option Plan at March 31, 20032004 and option transactions for the three years then ended: - 35 - Status as of March 31, 2003 Number of Shares Presently exercisable 206,875 Exercisable in future years 39,625 Total outstanding 246,500 Available for future grants 97,481 Shares of common stock reserved 343,981 Outstanding options: Number of holders 18 Average price per share $3.43 Expiration dates December 2003 to September 2007 Transactions for the Three Years Ended March 31, 2003: Number of Weighted Average Shares Exercise Price Outstanding at March 31, 2000 237,875 Granted 5,000 $4.50 Canceled (4,500) 2.56 Outstanding at March 31, 2001 238,375 Granted 149,000 2.23 Canceled (60,625) 4.11 Exercised (97,500) 1.19 Outstanding at March 31, 2002 229,250 Granted 89,000 4.96 Canceled (31,000) 3.02 Exercised (40,750) 2.17 Outstanding at March 31, 2003 246,500

Status as of March 31, 2004 Number of Shares 


Presently exercisable 242,949 
Exercisable in future years 37,163 
Total outstanding 280,112 
Available for future grants 122,232 
Shares of common stock reserved 402,344 
Outstanding options: 
     Number of holders 17 
Average exercise price per share $2.64 
     Expiration dates January 2005 to 
October 2008 

F-12


  Weighted Average 
Transactions for the Three Years Ended March 31, 2004:  Number of Shares Exercise Price 

 
 
 
Outstanding at March 31, 2001    317,833       
   Granted  198,666 1.67 
   Canceled  (80,8333.08 
   Exercised  (130,0000.89 
  
  
Outstanding at March 31, 2002  305,666  
   Granted  118,667 3.72 
   Canceled  (41,3332.27 
   Exercised  (54,3331.63 
  
  
Outstanding at March 31, 2003  328,667  
   Granted  10,666 10.53 
   Canceled  (2,9241.98 
   Exercised  (56,2972.21 
  
  
Outstanding at March 31, 2004 280,112  
  
  

The following table summarizes information about stock options outstanding at March 31, 2003: Options Options Outstanding Exercisable Weighted Weighted Weighted Average Average Number Average Range of Number of Exercise Contract of Exercise Exercise Price Shares Price Life (Yrs) Shares Price $1.30 to $2.99 76,250 $1.93 3.50 70,250 $2.06 $3.00 to $3.99 101,250 3.23 2.75 75,125 3.18 $4.00 to $5.99 45,000 4.50 3.96 42,500 4.50 $6.00 to $7.20 24,000 6.97 4.50 19,000 7.20 - 36 - 2004:

  Options Outstanding    Options Exercisable 
  
   
    Weighted  Weighted    Weighted 
Range of  Number  Average  Average Contract  Number  Average 
Exercise Price  of Shares  Exercise Price  Life (Yrs)  of Shares  Exercise Price 

 
 
 
 
 
 
$0.98 to $2.99  177,449       $1.94       2.64       155,951       $1.88 
$3.00 to $3.99  59,998    3.38  2.90  58,332    3.38 
$4.00 to $5.99  31,999    5.23  3.44  28,666    5.30 
$6.01 to $13.24  10,666  10.53  4.37     0.00 
  
     
  
  280,112      242,949   
  
     
  

The Company accounts for stock options granted to employees in accordance with APB 25. Under APB 25, when the exercise price of the Company's stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. The Company has provided additional pro forma disclosures as required by SFAS No. 123, "Accounting for Stock-Based Compensation." For disclosure purposes, the fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for stock optionsin 2004, 2003 and rights to receive stock in 2003, 2002 and 2001;2002; no annual dividends, expected volatility of 80%53%, 80% and 85%80%, respectively, risk-free interest rate ranging from 4.0% to 6.5% and expected lifelives of five years. The weighted-average fair values of the stock options granted in 2004, 2003 and 2002 were $6.95, $5.00 and 2001 were $5.00, $1.16 and $1.44,per share, respectively.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company'sCompany’s employee stock options have characteristics significantly different from those of normal publicly traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management'smanagement’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options. The following disclosures for the financial statements for the year ended March 31, 2003, assume that the Company continues to account for stock-based employee compensation using the intrinsic value method under Opinion 25. For simplicity, this illustration also assumes that all previous awards were fixed stock options with no intrinsic value at the date of grant.

At March 31, 2003,2004, the Company has two stock-based employee compensation plans, which are described more fully in Note G.plans. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issues to Employees, and related interpretations. No stock- based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123,Accounting for Stock-Based Compensation, to stock-based employee compensation. - 37 -

F-13


NOTE H - COMMITMENTS AND CONTINGENCIES

The Company entered into a three year employment agreement with the President of itsthe Company’s wholly-owned subsidiary, USI ELECTRIC, INC. subsidiary, with fixed annual remuneration amounts for three years and expires in March 2006. The agreement provides, among other things, incentive compensation based on the Company achieving certain levels of profitability from certain levels of sales for the year ended March 31, 2003.2004. The Company also entered into a three-year employment agreement with its President with annual remuneration amounts and incentive compensation based on the Company achieving certain levels of profitability. The agreement was extended effective April 1, 2003, and expires in July 2008.

As previously announced, Underwriters Laboratories (UL) had identified potential problems with ground fault circuit interrupters (GFCI) units which were manufactured for the Company by Shanghai Meihao Electric, Inc. The Company also reported that the U.S. Consumer Product Safety Commission (CPSC) reviewed UL’s concerns and test results of the GFCI units and closed its inquiry into the Company’s GFCI units without recommending a recall. The Company voluntarily stopped sales in August 2003 following the concerns announced by UL. The Company’s results of operations for the year ended March 31, 2004 reflect the voluntary hold on GFCI sales. Our sales of GFCI’s was $1,695,566 and $2,629,329 during years 2004 and 2003, respectively. UL advised us on February 27, 2004 that it was satisfied that the previously identified potential problems were resolved and have approved Shanghai Meihao GFCI units for listing and sale. The Company resumed GFCI sales during April 2004.

In December 2001, Leviton Manufacturing Company filed a civil action in the United States District Court for the District of Maryland (Case No. 01CV3855), alleging that, subsequent to December 11, 2001, the Company's ground fault circuit interruptersCompany’s GFCI units infringe on the plaintiff'splaintiff’s patents and service marks. The plaintiff is seeking injunctive relief and damages to be determined at trial. In February 2004, the Court ruled on various summary judgment motions pursuant to which the Court permitted Leviton’s configuration trade dress claim to proceed to trial, found that as a matter of law there could be no patent infringement liability prior to December 11, 2001, and permitted one of the Company’s patent invalidity defenses to proceed to trial. At this time no trial date has been assigned. Due to the still undefined nature of the asserted configuration trade dress, the amount of any loss to the Company from this claim is not yet determinable. Should the Company not prevail on defenses, any recovery that Leviton may obtain under the patent claims would be limited to some “reasonable royalty” for GFCI sales occurring over a period starting December 11, 2001, for less than one year. The Company believes it has set aside adequate reserves for this contingency. The Company and its counsel believe that the Company has meritorious defenses to the claim and is aggressively defending the suit. The Company believes it has adequately reserved for this case.

On June 13, 2003, Leviton Manufacturing Co., Inc. filed a second civil suit against the Company in the United States District Court for the District of Maryland (Case No. 03-CV-1701), alleging this time that the Company's ground fault circuit interruptersCompany’s GFCI units infringe on several more patents issued to the plaintiff with respect to reset lockout technology mandated by the revision of UL Standard 943 for ground fault circuit interrupters, effective January 2003. Leviton has also asserted various trade dress and unfair competition claims many of which correspond to the claims in the previously identified pending suit. The plaintiff is seeking injunctive relief and damages to be determined at trial. The Company has not yet answered and/or counterclaimed against the plaintiff, but the Company believesand its counsel believe that itthe Company has meritorious defenses to the claims and will aggressively defend the suit. The Court has not ruled on the Company’s pending motion to stay the litigation until the conclusion of the GFCI manufacturer’s (the Company’s supplier) co-pending, declaratory judgment suit against Leviton. In that suit, the manufacturer has sought a declaratory judgment of non-infringement, invalidity, and unenforceability of the asserted patents. If the stay is not granted, the Company currently expects that it will seek consolidation with the GFCI manufacturer’s suit. The Company and its counsel believe that the Company has meritorious defenses to the claim and is aggressively defending the suit. In the event of an unfavorable outcome, the amount of any potential loss to USI is not yet determinable.

On June 11, 2003, Walter Kidde Portable Equipment Inc. filed a civil suit against the Company in the United States District Court for the Middle District of North Carolina (Case No. 1:03CV00537), alleging that certain of the Company'sCompany’s battery powered smoke detectors infringe on a patent acquired by Kidde. The plaintiff is seeking injunctive relief and damages to be determined at trial. The Company has not yet answered and/orand counterclaimed against the plaintiff butin this action, and the case is now in the discovery phase. The Company and its counsel believe that the Company has meritorious defenses to the claims and will aggressively defend the suit. - 38 -

F-14


On February 2, 2004, Maple Chase Company filed a civil suit in the United States District Court for the Northern District of Illinois (Case No. 03-CV-7205), against the Company, its USI Electric subsidiary, and one former and one present Illinois-based sales representative, alleging that certain of the Company’s smoke detectors infringe on a patent owned by Maple Chase. The defendants have answered and counterclaimed against Maple Chase. In an effort to bring about settlement with the Court’s assistance, the parties are exploring submission of the patent to reexamination in the United States Patent and Trademark Office (USPTO). Due the preliminary status of the litigation and the outcome of proceedings before the USPTO, the amount, if any, of potential loss to the Company is not yet determinable. The Company believes that it has meritorious and substantial technical defenses to the action and that it is entitled to a number of legal/equitable defenses due to the long period of inaction and acquiescence by Maple Chase and its predecessors. The Company intends to vigorously defend the suit and press its pending counterclaims.

On April 23, 2004, the Company filed a civil suit against The Hartford Casualty Insurance Company in the United States District Court for the District of Maryland (Case No. AMD04CV1320), claiming that the insurer is required to indemnify the Company from any damages and legal fees in connection with the two Leviton patent cases. The defendant has not yet filed its answer in the case.

As previously reported, on September 3, 2003 the Company was advised that Michael Kovens, a then-director, principal stockholder and the former Chairman and chief executive officer of the Company (“Kovens”), had filed an action in Baltimore County Circuit Court (Case No. C-03-9639) against the Company and the other directors seeking: (i) to enjoin the Company from holding its Annual Meeting of Stockholders on Monday, September 8, 2003 until Kovens is able to nominate directors for election at the Annual Meeting; (ii) to require the Company to provide Kovens with certain confidential information to which Kovens claims he is entitled under Maryland law; (iii) to enjoin the Company from voting any shares issued by the Company since Kovens was replaced as Chairman and CEO; (iv) to void the employment agreement between the Company and its president, and to enjoin the Company from enforcing a “Change of Control” provision in the Company’s president’s employment agreement; (v) to void all issuances by the Company of restricted stock and options from and after October 1, 2001; (vi) to void any Bylaw amendments adopted by the Company from and after October 1, 2001; (vii) to enforce the exercise of an option by Kovens which the Company maintains has expired; (viii) to void the election by the Company, pursuant to the Maryland General Corporation Law, to be governed by certain provisions of Maryland law; and (ix) other unspecified relief.

The Court refused to issue a temporary restraining order requested by Kovens to enjoin the Company and the other directors from holding the Annual Meeting, enforcing the “Change of Control” provision in the Company’s president’s employment agreement, and taking other unspecified actions. On October 2, 2003, the Court granted the parties’ joint motion to stay all proceedings in this matter to allow the parties an opportunity to negotiate a resolution of the dispute, and providing that the stay may be terminated upon the request of any party at any time if the negotiation and/or implementation of the settlement is not progressing satisfactorily.

On May 28, 2004, Kovens’ new counsel filed an amended complaint on behalf of Kovens and the Company in a derivative action, alleging that the actions Kovens claims to have occurred amount to a breach of fiduciary duty, seeking declaratory relief for essentially the same matters requested in the original complaint, and seeking damages from the directors in the amount of $20 million, plus an additional $500,000 from the Company with respect to the exercise of the option for the purchase of 20,000 shares at $2.25 per share (mentioned above) which the Company maintains has expired. In addition, Kovens alleges that the Chairman and the President of the Company interfered with certain contractual relationships between Kovens and third parties for which Kovens is seeking damages of $25 million.

The Company has been advised by counsel that the action as filed is wholly without merit, and the Company intends to aggressively defend the action.

From time to time, the Company is involved in various lawsuits and legal matters. It is the opinion of management, based on the advice of legal counsel, that these matters will not have a material adverse effect on the Company'sCompany’s financial statements. NOTE I - MAJOR CUSTOMERS

F-15


NOTE I - MAJOR CUSTOMERS

The Company is primarily a distributor of safety products for use in home and business under both its tradenames and private labels for other companies. The Company'sAs described in Note C, the Company’s purchased a majority of its products from its 50% owned Hong Kong Joint Venture.

There were not any customers that represented in excess of 10% of the Company'sCompany’s product sales during the three years in the period ended March 31, 2003. 2004.

NOTE J - QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly Results of Operations (Unaudited):

Quarterly Results of Operations (Unaudited):

The unaudited quarterly results of operations for fiscal years 20032004 and 20022003 are summarized as follows: Quarter Ended 2003 June 30, September 30, December 31, March 31, Net sales $3,750,926 $4,091,272 $4,252,447 $3,859,238 Gross profit 1,083,225 1,286,147 1,289,601 1,314,843 Net income 576,940 630,129 673,365 519,883 Net income per share - basic .57 .60 .61 .46 Net income per share - diluted .55 .55 .55 .42 Quarter Ended 2002 June 30, September 30, December 31, March 31, Net sales $2,255,130 $2,653,482 $2,965,386 $2,606,831 Gross profit 552,282 748,584 790,350 721,436 Net income 62,359 23,543 36,433 139,290 Net income per share - basic .07 .03 .04 .14 Net income per share - diluted .07 .03 .04 .13 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. - 39 - PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The Company's Board of Directors consists of six directors. The following is a list of individuals currently serving as directors of the Company until the Company's next annual stockholders meeting and individuals currently serving as executive officers of the Company: Principal Occupation Director for past five years since Stephen Knepper....59 Director; Chairman of the Board 1970 of the Company since October 2001; Vice Chairman of the Board of the Company since September 1996; Chairman of the Board of the Company from 1970 to September 1996. Michael Kovens.....60 Director; Chairman of the Board 1970 of the Company from September 1996 to October 2001; President of the Company from 1970 to September 1996. Harvey Grossblatt..56 Director since September 1996; 1996 President since June 1996; Chief Financial Officer since October 1983; Vice President of the Company from December 1986 to June 1996; Secretary and Treasurer of the Company since September, 1988. Cary Luskin........46 President of The Big Screen Store, 2002 Inc., a chain of large-screen television retail stores. Howard Silverman...61 Vice President, Magellan Health 2002 Service from 1990 to 2001. Self- employed as a consultant since 2001. Ronald Seff........55 Ophthalmologist since 1977. 2002 - 40 - ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table reflects the aggregate amount paid or accrued by the Company in its three most recent fiscal years, for each executive officer whose compensation exceeded $100,000 in that year: All Long-Term Compensation Other Annual Compensation Stock LTIP compen- Year Salary Bonus Other Awards Options Payouts sation Name and Principal Position Stephen Knepper, Chairman of the Board and Chief Executive Officer(1) 2003 $ 97,832 $110,219 $22,271(2) - 35,000 - $15,024(3) 2002 87,676 13,081 17,503(2) - 42,500 - 12,762(3) 2001 55,132 - 15,116(2) - - - 846(3) Harvey Grossblatt, President, CFO, Secretary & Treasurer 2003 $123,928 $120,219 $ - - 20,000 - $15,655(4) 2002 128,849 13,081 - - 47,750 - 15,261(4) 2001 124,780 - - - 5,000 - 2,890(4) (1) On October 23, 2001, Mr. Knepper was elected Chairman and Chief Executive Officer. (2) Includes an automobile allowance of $12,000 for the fiscal year ended March 31, 2003, reimbursement of medical expenses in the amount of $11,292 for the fiscal year ended March 31, 2002, and payment of life insurance premiums in the amount of $4,861 for the fiscal year ended March 31, 2001. (3) Represents: payment of term life insurance premiums in the amount of $1,624, $1,012, and $846 for the fiscal years ended March 31, 2003, 2002 and 2001, respectively; and Company contributions on behalf of the named officer to the Company's 401(k) Plan in the amount of $12,650 and $12,500 for the fiscal years ended March 31, 2003 and 2002, respectively. (4) Represents: payment of term life insurance premiums in the amount of $2,255, $2,761, and $2,890 for the fiscal years ended March 31, 2003, 2002 and 2001, respectively; and Company contributions on behalf of the named officer to the Company's 401(k) Plan in the amount of $12,650 and $12,500 for the fiscal years ended March 31, 2003 and 2002, respectively. Option Grants in Last Fiscal Year The following table sets forth information with respect to the grant of stock options during the Company's fiscal year ended March 31, 2003 to the executive officers named in the Summary Compensation Table: Potential Individual Grants Realized Value % of Total at Assumed Annual Options to Exercise Rates of Stock No. of Granted in or Base Price Appreciation Options Employees in Price Expiration for Option Term(1) Granted Fiscal Year ($/Share) Date 0%(2) 5% 10% Name Stephen Knepper 20,000(3) 22.47% $4.50 06/27/07 - $4,500 $9,000 Stephen Knepper 15,000(3) 16.85% $3.75 06/27/07 - $1,875 $3,750 Harvey Grossblatt 20,000(3) 22.47% $4.50 03/31/07 - $4,500 $9,000 (1) The 5% and 10% assumed rates of compensation are mandated by the rules of the Securities and Exchange Commission and do not represent the Company's estimate or projection of the future Common Stock price. (2) Denotes realizable value at the date of grant which reflected a market value or higher valuation per share. (3) Five year option fully exercisable and vested. - 41 - Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values Number Value of Unexercised of Unexercised Shares Options at FY-End Options at FY-End Acquired Value Exerci/Unexerci- Exerci/Unexerci- Name In Exercise Realized sable/sable sable/sable Stephen Knepper - $ - 52,500/ - $233,150/ - Harvey Gross- blatt 6,250 18,188 60,312/12,438 $290,868/$58,564 Employment Agreements Harvey Grossblatt entered into an employment agreement with the Company effective April 1, 2002. The employment agreement provides that Mr. Grossblatt is employed for a term ending June 30, 2005 at an initial base annual salary of $122,500, subject to automatic annual cost of living increases and further subject to increases in the Board's discretion. Additionally, Mr. Grossblatt is entitled to bonus compensation for each fiscal year of the Company in which the Company earned pre-tax net income of at least $100,000, in an amount equal to 5% of pre-tax net income up to $1,000,000, 4% of pre-tax net income over $1,000,000 up to $2,000,000, 3% of pre-tax net income over $2,000,000 up to $3,000,000, and 1% of pre-tax net income over $3,000,000. Effective April 1, 2003, Mr. Grossblatt's Employment Agreement was amended to: (i) extend the term until July 31, 2008; (ii) increase the annual base salary to $180,000 subject to automatic annual cost of living increases up to 4%; and (iii) revising the annual bonus compensation to provide that the bonus is paid on pre-tax net income in excess of an amount equal to 8% of shareholders' equity as of the start of the fiscal year, as follows: 3% of all (after the 8% threshold) pre-tax net income up to $1 million, 4% of pre-tax net income from $1-$2 million, 5% of pre-tax net income from $2-$3 million, 6% of pre-tax net income from $3-$4 million, 7% of pre-tax net income over $4 million. Under the Employment Agreement, Mr. Grossblatt has been granted an option to purchase 20,000 shares of common stock at an exercise price of $4.50 per share pursuant to the Company's Non-Qualified Stock Option Plan, and is also entitled to life, health and disability insurance benefits, medical reimbursement, automobile allowance, and Company paid retirement plan contributions. If the employment agreement is terminated by the Company other than for cause or Mr. Grossblatt's death or disability, Mr. Grossblatt is entitled to receive a lump sum payment equal to Mr. Grossblatt's base salary for the balance of the employment agreement's term plus the amount of Mr. Grossblatt's last bonus - 42 - and an additional lump sum payment payable on the date the term of the employment agreement would have expired equal to two times Mr. Grossblatt's base salary for the last 12 months plus the amount of Mr. Grossblatt's last bonus. In addition, Mr. Grossblatt would be entitled to receive the health insurance and medical reimbursement benefits for the balance of the term and a period of three years thereafter. If Mr. Grossblatt's employment is terminated following or in anticipation of a "change of control" of the Company, Mr. Grossblatt will be entitled to receive a lump sum payment equal to Mr. Grossblatt's base salary for the balance of the employment agreement's term and the amount of Mr. Grossblatt's last bonus, plus an amount equal to three times Mr. Grossblatt's base salary for the last 12 months and the amount of Mr. Grossblatt's last bonus, limited to 2.99 times Mr. Grossblatt's average annual taxable compensation from the Company which is included in his gross income for the five taxable years of the Company ending before the date on which the change of control occurs. If the employment agreement is terminated by the Company due to Mr. Grossblatt's death or disability, Mr. Grossblatt (or his estate) is entitled to the continuation of the payment of his base salary for the balance of the term, reduced, in the event of death, by any individual life insurance benefits the premiums for which are paid for by the Company, and in the event of disability, by any group or individual disability income insurance benefits the premiums for which are paid for by the Company. In addition, Mr. Grossblatt (or his estate) is entitled to the health insurance and medical reimbursement benefits for the longer of balance of the term or three years following the date of death or disability. The employment agreement generally prohibits Mr. Grossblatt from competing with the Company during the term and during any subsequent period during which he receives compensation from the Company. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of June 19, 2003, the following persons were "beneficial owners" (as that term is defined under Rule 13d-3 promulgated by the Securities and Exchange Commission) of more than five percent of the Company's common stock. - 43 - Name and address of Shares Percent beneficial owner Beneficially Owned(1) of class Michael Kovens 285,795 25.5% 6 Regency Court Baltimore, MD 21208 Stephen Knepper 151,631(2) 12.9% 7-A Gwynns Mill Court Owings Mills, MD 21117 Ronald Lazarus 128,850(3) 10.7% 7-A Gwynns Mill Court Owings Mills, MD 21117 Bruce Paul 104,500 9.3% One Hampton Road Purchase, NY 10577 Harvey B. Grossblatt 78,396(4) 6.6% 7-A Gwynns Mill Court Owings Mills, MD 21117 (1) For the purpose of determining the percentages of stock beneficially owned, shares of stock subject to options exercisable within 60 days of June 19, 2003 are deemed to be outstanding. (2) Includes 52,500 shares which Mr. Knepper presently has the right to acquire through the exercise of stock options and 2,000 shares held by a trust in which Mr. Knepper has voting control. (3) Includes 82,000 shares which Mr. Lazarus presently has the right to acquire through the exercise of stock options. (4) Includes 64,874 shares which Mr. Grossblatt presently has the right to acquire through the exercise of stock options. - 44 - As of June 19, 2003, the shares of the Company's common stock owned beneficially by each director, by each executive officer and by all directors and officers as a group were as follows: Shares Percent Name of beneficial owner Beneficially Owned(1) of class Michael Kovens 285,795 25.5% Stephen Knepper 151,631(2) 12.9% Harvey Grossblatt 78,396(3) 6.6% Cary Luskin 30,167(4) 2.7% Ronald A. Seff 39,515 3.5% Howard Silverman 6,167(4) 0.3% All directors and officers as 720,596(5) 54.3% a group (6 persons included) (1) See footnote 1 under previous table. (2) See footnote 2 under previous table. (3) Includes 64,874 shares which Mr. Grossblatt presently has the right to acquire through the exercise of stock options. (4) Includes 2,500 shares which Mr. Luskin and Dr. Silverman each presently has the right to acquire through the exercise of stock options. (5) See footnotes 1 through 4 on previous table. Equity Compensation Plan Information Number of securities remaining available for for future issuance Number of under equity Securities Weighted- compensation to be average plans issued upon exercise (excluding) exercise of price of securities outstanding outstanding reflected Plan options options in column(a)] Category (a) (b) (c) Equity 246,500 $3.43 97,481 compensation plans approved by security holders Equity - - - compensation plans not approved by security holders Total 246,500 $3.43 97,481 - 45 - SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that the Company's directors and executive officers and each person who owns more than 10% of the Company's Common Stock, file with the Securities and Exchange Commission an initial report of beneficial ownership and subsequent reports of changes in beneficial ownership of the Shares. To our knowledge, based solely upon the review of the copies of such reports furnished to us, all of these reporting persons complied with the Section 16(a) filing requirements applicable to them with respect to transactions during the fiscal year ended March 31, 2003, other than Mr. Kovens, who filed one Form 4 late with respect to a disposition of shares of Common Stock. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company had several related party transactions with its Hong Kong Joint Venture in its normal course of business. See NOTE C to the Consolidated Financial Statements for a description of these transactions. ITEM 14. CONTROLS AND PROCEDURES Based on the evaluation of the Company's disclosure controls and procedures by Stephen C. Knepper, the Company's Chief Executive Officer, and Harvey B. Grossblatt, the Company's Chief Financial Officer, as of a date within 90 days of the filing date of this annual report, such officers have concluded that the Company's disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified by the Securities and Exchange Commission's rules and forms. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. - 46 - ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES Fees The following is a description of the fees billed to the Company by Grant Thornton LLP (the "Auditor") during the fiscal years ended March 31, 2003 and 2002: Audit Fees. Audit fees include fees paid by the Company to the Auditor in connection with the annual audit of the Company's consolidated financial statements, and review of the Company's interim financial statements. Audit fees also include fees for services performed by the Auditor that are closely related to the audit and in many cases could only be provided by the Auditor. Such services include consents related to SEC and other regulatory filings. The aggregate fees billed to the Company by the Auditor for audit services rendered to the Company for the years ended March 31, 2003 and 2002 totaled $69,500 and $42,250, respectively. Audit Related Fees. Audit related services include due diligence services related to accounting consultations, internal control reviews, and employee benefit plan audits. The aggregate fees billed to the Company by the Auditor for audit related services rendered to the Company for the years ended March 31, 2003 and 2002 totaled $0 and $0, respectively. Tax Fees. Tax fees include corporate tax compliance, counsel and advisory services. The aggregate fees billed to the Company by the Auditor for the tax related services rendered to the Company for the years ended March 31, 2003 and 2002 totaled $5,000 and $5,000, respectively. All Other Fees. There were no other audit services provided in both years. - 47 - Approval of Independent Auditor Services and Fees The Company's Audit Committee reviews all fees charged by the Company's independent auditors, and actively monitors the relationship between audit and non-audit services provided. Effective April 1, 2003, the Audit Committee must pre-approve all services provided by the Company's independent auditors and fees charged. The Audit Committee has further mandated that all independent auditor services strictly adhere to the limitations contained within the SEC's release, "Strengthening the Commission's Requirements Regarding Auditor Independence," which was issued in final form in January 2003. The release restricts engagement of the independent auditors to perform non-audit services; requires Audit Committee pre-approval of all audit and non-audit services; addresses the duration of time certain independent auditor partners can serve on the audit engagement and the manner of the partners' compensation; restricts employment by the Company of senior engagement team personnel; requires the independent auditor to report certain matters to the Audit Committee; and requires certain disclosures to investors of information related to the nature of audit and non-audit services provided and associated fees. The Company's senior corporate financial management administers these requirements, and will report throughout the year to the Audit Committee. - 48 - PART IV ITEM 16. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (a) 1. Financial Statements The following consolidated financial statements are included in Part II, Item 8. Consolidated balance sheets, March 31, 2003 and 2002 Consolidated statements of operations for the years ended March 31, 2003, 2002 and 2001. Consolidated statements of shareholders' equity for the years ended March 31, 2003, 2002 and 2001. Consolidated statements of cash flows for the years ended March 31, 2003, 2002 and 2001. Notes to consolidated financial statements. (a) 2. Financial Statement Schedules Schedule II - Schedule of Valuation and Qualifying Accounts All other schedules are omitted because they are not applicable, are not required, or because the required information is included in the consolidated financial statements or notes thereto. (a) 3. Exhibits required to be filed by Item 601 of Regulation S-K Exhibit No. 3.1 Articles of Incorporation, as amended (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended December 31, 1988, File No. 0-7885) 3.2 Articles Supplementary, filed October 14, 2003 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed October 31, 2002, file No. 0-7885) 3.3 Bylaws, as amended (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2002, file No. 0-7885) - 49 - 10.1 Non-Qualified Stock Option Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended March 31, 1999, File No. 0-7885) 10.2 Hong Kong Joint Venture Agreement, as amended (confidential treatment of Name requested and filed separately with the Commission)* 10.3 Amended Factoring Agreement with CIT Group (successor to Congress Talcott, Inc.) dated November 14, 1999 (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended March 31, 2003, File No. 0-7885) 10.4 Amendment to Factoring Agreement with CIT Group (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2002, File No. 0-7885) 10.5 Lease between Universal Security Instruments, Inc. and National Instruments Company dated October 21, 1999 for its office and warehouse located at 7-A Gwynns Mill Court, Owings Mills, Maryland 21117 (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2000, File No. 0-7885) 10.6 Employment Agreement dated April 1, 2002 between the Company and Harvey B. Grossblatt (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended March 31, 2002, File No. 0-7885) 10.7 Amendment to Employment Agreement dated as of April 1, 2002 between the Company and Harvey B. Grossblatt (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2002, File No. 0-7885) 10.8 Amended and Restated Employment Agreement dated April 1, 2003 between the Company and Harvey B. Grossblatt* 21 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2001, File No. 0-7885) 23.1 Consent of Grant Thornton LLP* 23.2 Consent of Ernst & Young (Hong Kong)* - 50 - 99.1 Rule 15d-14(a) Certification of Chief Executive Officer* 99.2 Rule 15d-14(a) Certification of Chief Financial Officer* 99.3 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 99.4 June 26, 2003 Letter to Stockholders and Press Release* *Filed herewith (b) Reports on Form 8-K None (d) Financial Statements Required by Regulation S-X Separate financial statements of the Hong Kong Joint Venture (confidential treatment of name requested and filed separately with the Commission. Pages Independent auditor's report 103 Consolidated profit and loss account, March 31, 2003 and 2002 104 Consolidated balance sheets, March 31, 2003 and 2002 105 Consolidated cash flow statements, March 31, 2003 and 2002 107-109 Notes to consolidated financial statements 110-127 - 51 - SCHEDULE II

 Quarter Ended 
 
2004 June 30,  September 30,  December 31,  March 31, 
 
 
 
 
Net sales $4,431,950       $4,988,483       $3,838,192       $3,932,491 
Gross profit 1,460,245  1,575,707  1,230,667  1,531,957 
Net income 852,498  740,446  493,792  484,290 
Net income per share – basic .57  .49  .33  .31 
Net income per share – diluted .51  .43  .29  .28 
 
2003        
Net sales $3,750,926  $4,091,272  $4,252,447  $3,859,238 
Gross profit 1,083,225  1,286,147  1,289,601  1,314,843 
Net income 576,940  630,129  673,365  519,884 
Net income per share – basic .43  .45  .45  .34 
Net income per share – diluted .41  .41  .41  .31 

F-16


SCHEDULE II

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED March 31, 2003, 2002 and 2001 Charged Balance at to cost Charged Balance beginning and to other at end of year expenses accounts Deductions of year Year ended March 31, 2003 Allowance for doubtful accounts $ 68,358 $ 10,000 $-0- $ 68,358 $ 10,000 Year ended March 31, 2002 Allowance for doubtful accounts $100,000 $ -0- $-0- $ 31,642 $ 68,358 Year ended March 31, 2001 Allowance for doubtful accounts $100,000 $ -0- $-0- $ -0- $100,000 Year ended March 31, 2003 Allowance for inventory reserve $111,741 $ -0- $-0- $ 10,000 $101,741 Year ended March 31, 2002 Allowance for inventory reserve $ 50,000 $ 61,741 $-0- $ -0- $111,741 Year ended March 31, 2001 Allowance for inventory reserve $ 92,000 $ -0- $-0- $ 42,000 $ 50,000 - 52 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNIVERSAL SECURITY INSTRUMENTS, INC. By: /s/ Harvey Grossblatt Harvey Grossblatt, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Date: June 26, 2003 By: /s/ Stephen Knepper Stephen Knepper Chairman of the Board, Director Date: June 26, 2003 By: /s/ Harvey Grossblatt Harvey Grossblatt, President, Director, Chief Accounting Officer Date: By: Michael Kovens Director Date: June 26, 2003 By: /s/ Cary Luskin Cary Luskin Director Date: June 26, 2003 By: /s/ Ronald Seff Ronald Seff Director Date: June 26, 2003 By: /s/ Howard Silverman Howard Silverman Director - 53 - EXHIBIT 10.2 2002 JOINT VENTURE AGREEMENT This 2002 Joint Venture Agreement (the "Agreement") is made on this 22nd day of October 2002, by and between Universal Security Instruments, Inc. ("Universal") of 7-A Gwynns Mill Court, Owings Mills, Maryland 21117-3586, United States of America ("USA"), a corporation organized and existing under the laws of the State of Maryland, USA, and The Original Joint Venture Owner (name withheld and filed separately with the SEC) ("Original Owner"), a limited liability company organized and existing under the laws of Hong Kong. WHEREAS A. The parties hereto (the "Parties") are parties to a Joint Venture Agreement dated 23 October 1989 as supplemented by a Supplementary Agreement dated 21 August 2001 and a memorandum letter dated 8 October 2001 (collectively referred to as the "1989-2001 Agreements") relating to the business, management and operation of (name withheld and filed separately with the Securities and Exchange Commission) ("The Joint Venture"), a limited liability company organized and existing under the laws of Hong Kong. B. The Parties have concluded that certain provisions of the 1989-2001 Agreements are redundant, obsolete and no longer appropriate. C. The Parties are also considering a listing of (name withheld and filed separately with the Securities and Exchange Commission) or its business on The Stock Exchange of Hong Kong Limited or another stock exchanges of equivalent international standing (the "Stock Exchange"). D. In view of these considerations, the Parties have agreed to enter into this Agreement and thereby to terminate the 1989-2001 Agreements. - 54 - NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, IT IS HEREBY AGREED AS FOLLOWS: ARTICLE ONE ESTABLISHMENT AND OPERATION OF A PARENT COMPANY (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES A EXCHANGE COMMISSION) 1.1 Establishment of A Parent Company (name withheld and filed separately with the Securities and Exchange Commission). The Parties shall promptly purchase (name withheld and filed separately with the Securities and Exchange Commission) ("Parent Company"), a private company limited by shares, duly organized, validly existing and properly registered in Hong Kong. The Parties shall share equally all costs with regard to the purchase of (name withheld and filed separately with the Securities and Exchange Commission). The initial capital of (name withheld and filed separately with the Securities and Exchange Commission) shall be the normal minimums permissible in Hong Kong. 1.2 Memorandum and Articles of Association (name withheld and filed separately with the Securities and Exchange Commission). It is recognized that, upon the acquisition of (name withheld and filed separately with the Securities and Exchange Commission), there will be inconsistencies between this Agreement and the Memorandum and Articles of Association of (name withheld and filed separately with the Securities and Exchange Commission). The Parties agree promptly, with the assistance of counsel, to cause the Memorandum and Articles of Association of (name withheld and filed separately with the Securities and Exchange Commission) to be amended so that they will be consistent with terms and conditions of this Agreement. In all cases, before and after the amendment of the Memorandum and Articles of Association, in the event of conflict between the provisions of this Agreement and the Memorandum and Articles of Association of (name withheld and filed separately with the Securities and Exchange Commission), the provisions of this Agreement shall prevail. - 55 - 1.3 Transfer of (name withheld and filed separately with the Securities and Exchange Commission) Shares to (name withheld and filed separately with the Securities and Exchange Commission). The Parties are the beneficial owners of fifty percent (50%) each of the share capital of (name withheld and filed separately with the Securities and Exchange Commission). Upon the formation of (name withheld and filed separately with the Securities and Exchange Commission), each of the Parties shall promptly transfer all of their shares in (name withheld and filed separately with the Securities and Exchange Commission) to (name withheld and filed separately with the Securities and Exchange Commission) in exchange for fully paid-up shares of (name withheld and filed separately with the Securities and Exchange Commission). The transfer of (name withheld and filed separately with the Securities and Exchange Commission) shares of the Parties shall be completed simultaneously, and each Party (or its nominees) shall receive fifty percent (50%) of the share capital of (name withheld and filed separately with the Securities and Exchange Commission) immediately upon completion of the transaction. The (name withheld and filed separately with the Securities and Exchange Commission) shares transferred shall be free from all encumbrances, liens and third party rights. Neither Party shall be obligated to carry out the transfer of its interest in(name withheld and filed separately with the Securities and Exchange Commission) unless the other Party demonstrates that it can fully comply with its obligations with respect to this transfer. 1.4 Stamp Duty. Any stamp duty or similar excise taxes imposed in Hong Kong as a result of the transactions stated in Paragraph 1.3 shall be shared equally by the Parties. 1.5 Right of First Refusal. Each shareholder (name withheld and filed separately with the Securities and Exchange Commission) shall have a right of first refusal for the purchase of any or all shares in Parent Company (name withheld and filed separately with the Securities and Exchange Commission) proposed to be transferred by the other shareholder. This right of first refusal shall be exercised within thirty (30) days of notice to the other shareholder of the proposed transfer of shares. - 56 - 1.6 Transferee to Accept This Agreement. In addition to the requirements of Paragraph 1.5, in the event either shareholder (name withheld and filed separately with the Securities and Exchange Commission) proposes to transfer any of its shares in (name withheld and filed separately with the Securities and Exchange Commission) to a third party, such transferring Party shall not transfer such shares until it has secured the written agreement of the proposed transferee to assume all the rights and obligations of a Party to this Agreement. 1.7 No Pledge. Neither(name withheld and filed separately with the Securities and Exchange Commission) shareholder may pledge or encumber its shares in (name withheld and filed separately with the Securities and Exchange Commission) without prior written consent of (name withheld and filed separately with the Securities and Exchange Commission) shareholder. 1.8 Board (name withheld and filed separately with the Securities and Exchange Commission). The board of directors of (name withheld and filed separately with the Securities and Exchange Commission) (the "Board") shall consist of four (4) members, two (2) to be nominated by Universal and two (2) to be nominated by (name withheld and filed separately with the Securities and Exchange Commission). The Parties shall vote their shares for the nominees. The nominating Party shall have the right to remove and replace its directors. The quorum required for a meeting of the Board (name withheld and filed separately with the Securities and Exchange Commission) shall be two (2) members, provided that at least one director nominated by (name withheld and filed separately with the Securities and Exchange Commission) and at least one director nominated by Universal is present. 1.9 Chairman (name withheld and filed separately with the with the Securities and Exchange Commission). The chairman of the Board (name withheld and filed separately with the Securities and Exchange Commission)(the "Chairman") shall be nominated by (name withheld and filed separately with the Securities and Exchange Commission). The Board (name withheld and filed separately with the Securities and Exchange Commission) shall appoint such Board (name withheld and filed separately with the Securities and Exchange Commission) member nominated by (name withheld - 57 - and filed separately with the Securities and Exchange Commission) as the Chairman (name withheld and filed separately with the Securities and Exchange Commission). For as long as (name withheld and filed separately with the Securities and Exchange Commission) provides operations and management services to (name withheld and filed separately with the Securities and Exchange Commission), the Chairman (name withheld and filed separately with the Securities and Exchange Commission) shall have a casting vote on all matters, except for the matters specifically set out in Paragraph 1.11, presented to the Board (name withheld and filed separately with the Securities and Exchange Commission). 1.10 Management of (name withheld and filed separately with the Securities and Exchange Commission). Day-to-day operations and management of (name withheld and filed separately with the Securities and Exchange Commission) and its subsidiaries, if any, and companies controlled directly or indirectly by (name withheld and filed separately with the Securities and Exchange Commission) shall be under the control of (name withheld and filed separately with the Securities and Exchange Commission), save as specifically set out in Paragraph 1.11 below. 1.11 Major Decisions. The following matters shall require approval of the Board (name withheld and filed separately with the Securities and Exchange Commission): (i) approval of annual financial statements/reports of (name withheld and filed separately with the Securities and Exchange Commission); (ii) determination on remuneration of (name withheld and filed separately with the Securities and Exchange Commission) for providing operations and management services to (name withheld and filed separately with the Securities and Exchange Commission); (iii) declaration of dividends of (name withheld and filed separately with the Securities and Exchange Commission); (iv) the merger of (name withheld and filed separately with the Securities and Exchange Commission) with any other entity or the acquisition of any other entity by (name withheld and filed separately with the Securities and Exchange Commission); (v) the sale, lease or disposal of the whole or a substantial part of the business or assets of (name withheld and filed separately with the Securities and Exchange Commission); (vi) any capital - 58 - increase or any request for shareholder contribution to provide additional funding to (name withheld and filed separately with the Securities and Exchange Commission), including additional capital or shareholder loans; (vii) capital investment of (name withheld and filed separately with the Securities and Exchange Commission) in excess of One Million Hong Kong Dollars (HKD1,000,000); (viii) any amendment to the Memorandum and Articles of Association of (name withheld and filed separately with the Securities and Exchange Commission); (ix) any mortgage of the assets of (name withheld and filed separately with the Securities and Exchange Commission); (x) change of the Company auditor; and (xi) any business transaction, excluding the sales transactions of the products of (name withheld and filed separately with the Securities and Exchange Commission) which are the subject of Appendix I and II hereof, between (name withheld and filed separately with the Securities and Exchange Commission) and any Company owned or controlled, directly or indirectly, by one of the shareholders of (name withheld and filed separately with the Securities and Exchange Commission). 1.12 Management Obligations. (name withheld and filed separately with the Securities and Exchange Commission) shall not be obligated to provide operations and management services to (name withheld and filed separately with the Securities and Exchange Commission) and its subsidiaries specified in Paragraph 1.10 above, in the event that (name withheld and filed separately with the Securities and Exchange Commission) ceases to be a shareholder of (name withheld and filed separately with the Securities and Exchange Commission) or the composition or procedures of the (name withheld and filed separately with the Securities and Exchange Commission) Board as set forth in this Agreement are changed so as to be less favorable to (name withheld and filed separately with the Securities and Exchange Commission). 1.13 Fiscal Year. (name withheld and filed separately with the Securities and Exchange Commission) shall have a fiscal year ending March 31. - 59 - 1.14 Financial Statements. (name withheld and filed separately with the Securities and Exchange Commission). (name withheld and filed separately with the Securities and Exchange Commission) shall, at its expense, have its financial statements audited once a year by an independent auditor. Until otherwise determined by the (name withheld and filed separately with the Securities and Exchange Commission) Board, Ernst and Young shall remain the company auditor of (name withheld and filed separately with the Securities and Exchange Commission). (name withheld and filed separately with the Securities and Exchange Commission) shall also produce unaudited monthly financial statements to be promptly distributed to the shareholders. - 60 - ARTICLE TWO PRODUCT DISTRIBUTION AGREEMENTS Immediately upon the signing of this Agreement, Universal and (name withheld and filed separately with the Securities and Exchange Commission) shall enter into a product distribution agreement with terms and conditions identical to Appendix I of this Agreement, and (name withheld and filed separately with the Securities and Exchange Commission) and (name withheld and filed separately with the Securities and Exchange Commission) shall enter into a product distribution agreement with terms and conditions identical to Appendix II of this Agreement. ARTICLE THREE LISTING 3.1 Potential Listing. It is the intention of the Parties that, provided both Parties agree the prevailing conditions are suitable and confirm this agreement in writing, (name withheld and filed separately with the Securities and Exchange Commission) will seek the listing of (name withheld and filed separately with the Securities and Exchange Commission) shares or, where appropriate, a listing of a special purpose vehicle formed to become the holding company of (name withheld and filed separately with the Securities and Exchange Commission) or its business on the Stock Exchange (the "Listing"). 3.2 An Ownership Company. (name withheld and filed separately with the Securities and Exchange Commission), or a specially formed holding company of (name withheld and filed separately with the Securities and Exchange Commission) or its business, is referred to herein as "Ownership Company." (name withheld and filed separately with the Securities and Exchange Commission) and its subsidiaries are collectively referred to herein as the "Group." (name withheld and filed separately with the Securities and Exchange Commission) shall be set up as a subsidiary of (name withheld and filed separately with the Securities and Exchange Commission). The rules applicable to the Listing of (name withheld and filed separately with the Securities and Exchange Commission) on the Stock Exchange are herein referred to as the "Listing Rules." - 61 - 3.3 Board (name withheld and filed separately with the Securities and Exchange Commission). Prior to the Listing, (name withheld and filed separately with the Securities and Exchange Commission) shall be structured or its structure amended so that the board of directors of (name withheld and filed separately with the Securities and Exchange Commission) (the "Board") shall consist of three types of directors: Executive Directors, Non-Executive Directors, and Independent (Non-Executive) Directors. Two (2) Non-executive Directors and one (1) Independent (Non-Executive) Director shall be nominated by Universal. Subject to the ability of the post-Listing public shareholders to elect one or more directors, all the remaining directors shall be nominated by (name withheld and filed separately with the Securities and Exchange Commission) so that (name withheld and filed separately with the Securities and Exchange Commission) shall be able at all times to nominate one more director than Universal. The number of directors shall be determined by the Parties according to the need of operations from time to time, and the agreements set forth in this Paragraph 3.3. (name withheld and filed separately with the Securities and Exchange Commission) shall vote its shares for the nominees determined in accordance with this Paragraph 3.3. The nominating Party shall have the right to remove and replace its directors subject to any applicable laws and Listing Rules. 3.4 Major Decisions (name withheld and filed separately with the Securities and Exchange Commission). Prior to a Listing, no board resolution on the following matters shall be passed by the (name withheld and filed separately with the Securities and Exchange Commission) Board unless approved by at least one Non-executive Director of the (name withheld and filed separately with the Securities and Exchange Commission) Board nominated by Universal and at least one Executive Director of the (name withheld and filed separately with the Securities and Exchange Commission) Board nominated by (name withheld and filed separately with the Securities and Exchange Commission): (i) approval of annual financial statements/reports of (name withheld and filed separately with the Securities and Exchange Commission); (ii) determination on remuneration of (name withheld and filed separately with the Securities and Exchange Commission) for providing - 62 - operations and management services to (name withheld and filed separately with the Securities and Exchange Commission); (iii) declaration of dividends of (name withheld and filed separately with the Securities and Exchange Commission); (iv) the merger of (name withheld and filed separately with the Securities and Exchange Commission) with any other entity or the acquisition of any other entity by (name withheld and filed separately with the Securities and Exchange Commission); (v) the sale, lease or disposal of the whole or a substantial part of the business or assets of (name withheld and filed separately with the Securities and Exchange Commission); (vi) any capital increase or any request for shareholder contribution to provide additional funding to (name withheld and filed separately with the Securities and Exchange Commission), including additional capital or shareholder loans; (vii) capital investment of (name withheld and filed separately with the Securities and Exchange Commission) in excess of One Million Hong Kong Dollars (HKD1,000,000); (viii) any amendment to the Memorandum and Articles of Association of (name withheld and filed separately with the Securities and Exchange Commission); (ix) any mortgage of the assets of (name withheld and filed separately with the Securities and Exchange Commission); (x) appointment or change of the company auditor; and (xi) any business transaction, excluding the sales transactions of the products of (name withheld and filed separately with the Securities and Exchange Commission), which are the subject of Appendix I and II hereof, between (name withheld and filed separately with the Securities and Exchange Commission) and any company owned or controlled, directly or indirectly, by one of the shareholders of (name withheld and filed separately with the Securities and Exchange Commission). 3.5 Dividends (name withheld and filed separately with the Securities and Exchange Commission). (name withheld and filed separately with the Securities and Exchange Commission) shall, to the extent permissible under applicable law, pay quarterly dividends to (name withheld and filed separately with the Securities and Exchange Commission) with a total amount equal to at least fifty percent (50%) of the quarterly after-tax net profit determined after the quarterly review of the unaudited quarterly financial statements by the (name withheld and filed separately with the Securities and Exchange Commission) Board. - 63 - 3.6 Dividends. (name withheld and filed separately with the Securities and Exchange Commission) shall, to the extent permissible under applicable law, pay as quarterly dividends to its shareholders all of the dividends received from (name withheld and filed separately with the Securities and Exchange Commission) less any normal and customary deductions necessary to cover the operational expenses of (name withheld and filed separately with the Securities and Exchange Commission). 3.7 Management of the Listing. The Listing shall be managed by (name withheld and filed separately with the Securities and Exchange Commission), which shall be responsible for all negotiations and determinations, including, without limitation determining the overall policy, structure, manner and arrangements of the Listing and in carrying out the application for the Listing, including, but not limited, to: (a) the appointment of sponsor(s), legal advisers, reporting accountants, valuers and other professional advisers of (name withheld and filed separately with the Securities and Exchange Commission) and/or (name withheld and filed separately with the Securities and Exchange Commission) incidental to the Listing; (b) all liaison with the Stock Exchange; (c) allowing for the disclosure of all relevant information about the Group to the public and the Stock Exchange as required by the applicable laws, regulations and rules incidental to the Listing, and to all professional parties to facilitate their provision of advice and service to (name withheld and filed separately with the Securities and Exchange Commission) and/or (name withheld and filed separately with the Securities and Exchange Commission) for the purpose of the Listing, including without limitation, its corporate and shareholders information, financial, business and customers information and material contracts; - 64 - (d) amending and/or restructuring the Group's and/or (name withheld and filed separately with the Securities and Exchange Commission) memorandum, article of association, corporate structure and business arrangements to comply with the applicable Listing Rules or otherwise to facilitate the Listing and/or public issue and/or placing of shares of (name withheld and filed separately with the Securities and Exchange Commission) incidental to the Listing as the sponsor(s) and/or other professional advisers appointed under sub-clause (a) above may advise to be necessary or desirable. The Parties hereby acknowledge that the restructuring of the Group in preparation for the Listing may involve inter-company transfer of assets, merger and acquisition of new intermediary holding vehicle(s). 3.8 Final Approval. Notwithstanding the provisions of Paragraph 3.7, the arrangements for the offering and the timing of the Listing application shall be subject to the prior written approval of each of the Parties. ARTICLE FOUR SHAREHOLDER SALES 4.1 Request for Sale. After the expiration of any lock-up period required by the Listing Rules or agreed with the Stock Exchange, (name withheld and filed separately with the Securities and Exchange Commission) shall, at any time after the Listing, upon written request from either of the Parties, use its reasonable endeavors to dispose of such number of shares in (name withheld and filed separately with the Securities and Exchange Commission) as the requesting Party may request, provided that: (a) (name withheld and filed separately with the Securities and Exchange Commission) shall not dispose more than five percent (5%) of the issued share capital of (name withheld and filed separately with the Securities and Exchange Commission) under any request at any time; - 65 - (b) (name withheld and filed separately with the Securities and Exchange Commission) shall not made any disposal if it has disposed of any interest in shares in (name withheld and filed separately with the Securities and Exchange Commission) in the ten (10) weeks immediately preceding the date of the request; (c) (name withheld and filed separately with the Securities and Exchange Commission) shall not dispose any shares if, immediately following the disposal, (name withheld and filed separately with the Securities and Exchange Commission) would cease to hold at least fifty point one percent (50.1%) of the issued share capital of (name withheld and filed separately with the Securities and Exchange Commission); (d) (name withheld and filed separately with the Securities and Exchange Commission) shall not make any disposal to the extent and at any time where it is prohibited or restricted by law or applicable rules and regulations from making such disposal and shall comply with all applicable laws, rules and regulations in making such disposal; (e) (name withheld and filed separately with the Securities and Exchange Commission) shall dispose of such shares in the manner set out in Paragraph 4.2 below; and (f) (name withheld and filed separately with the Securities and Exchange Commission) shall exercise its best endeavors to make such disposal in a manner so as to maintain an orderly market for the shares of (name withheld and filed separately with the Securities and Exchange Commission). 4.2 First Offer. Provided that it raises no issues under the Takeover Code of Hong Kong, (name withheld and filed separately with the Securities and Exchange Commission) shall dispose of shares in (name withheld and filed separately with the Securities and Exchange Commission) under Paragraph 4.1 above by: - 66 - (a) first offering (the "First Offer") such shares to the Party which did not request the sale pursuant to Clause 4.1 above (the "Non-Requesting Party"); (b) the First Offer shall be made to the Non-Requesting Party at a price equivalent to the average closing price less five percent (5%) for such shares on the Stock Exchange on which they are primarily listed for the ten (10) consecutive trading days ending on the trading day immediately preceding the date of the request and on which there was trading in the shares (the "Sale Price"). Such offer shall remain open for a minimum of three (3) working days for acceptance (the "Offer Period") and can be accepted in whole or in part; (c) (name withheld and filed separately with the Securities and Exchange Commission) shall only offer to sell and make arrangements for the disposal of such shares to third parties (the "Open Offer") if and to the extent the Non-Requesting Party does not accept or reply to the First Offer made in subparagraph (b) above prior to the expiry of the Offer Period; (d) the Open Offer shall be made at a price no less than the Sale Price; and (e) the Open Offer shall remain open for a period of fifteen (15) trading days (the "Open Offer Period"). If (name withheld and filed separately with the Securities and Exchange Commission) fails to conclude any definite agreement for the sale or placing of all or any part of such shares during the Open Offer Period, the request in the above Paragraph 4.1 and the Open Offer in respect of all or such part of the shares, as the case may be, shall both be deemed to have lapsed. 4.3 Sales Proceeds. The net proceeds arising from the disposal of shares in (name withheld and filed separately with the Securities and Exchange Commission) under Paragraphs 4.1 and 4.2 above shall, to the extent distributable under applicable law, be distributed to the shareholders of (name withheld and filed separately with the Securities and Exchange Commission) as dividends as soon as practicable. - 67 - ARTICLE FIVE 1989-2001 AGREEMENTS SUPERSEDED Upon being duly signed by both Parties, this Agreement shall supersede the 1989-2001 Agreements and the 1989-2001 Agreements shall cease to have legal effect. The Parties hereby waive and release against each other and forever discharge any claims arising out of or in connection with the 1989-2001 Agreements. ARTICLE SIX GENERAL PROVISIONS 6.1 Term. This Agreement shall be of unlimited duration unless terminated by mutual agreement. Termination does not release either Party from liability already accrued. 6.2 Breach. This Agreement may be terminated for breach. In the event of termination for breach, the non-breaching Party shall have all rights and remedies available at law. 6.3 Disputes. Any dispute or difference arising out of or in connection with this Agreement shall be referred to and determined by arbitration in Hong Kong in accordance with the UNCITRAL Arbitration Rules in force at the date of this Agreement. In the event of arbitration, the appointing authority shall be the Hong Kong International Arbitration Centre (the "HKIAC"). The place of arbitration shall be in Hong Kong at the HKIAC. The language to be used in the arbitral proceedings shall be English. Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration. The Parties agree to exclude any right of application or appeal to any courts in connection with any question of law arising in the course of the arbitration or with respect to any award made. 6.4 Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed by both Parties in writing. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other - 68 - provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver. 6.5 Assignment. This Agreement may not be assigned or transferred without the prior written approval of the other Party and shall be binding on, and shall inure to the benefit of, the Parties and their respective heirs, legal representatives, successors, and assigns. 6.6 Assignment. All notices, request, demands, and other communications under this Agreement shall be in writing, in English, and shall be deemed to have been duly given to a Party when received, addressed as below. A Party may change its address for purposes of this Paragraph by giving the other Party its written notice of the new address in the manner set forth above. To Universal: Universal Security Instruments, Inc. 7-A Gwynns Mill Court Owings Mills, Maryland 21117, U.S.A. Telephone: 1 410 363 3000 Facsimile: 1 410 363 2218 To (name withheld and filed separately with the Securities and Exchange Commission): (name withheld and filed separately with the Securities and Exchange Commission) 6.7 Savings. Should any provision of this Agreement be judicially declared invalid, unenforceable, or void, in whole or in part, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the provision of this Agreement so held to be invalid, unenforceable, or void shall be deemed to have been stricken herefrom, and the remainder shall have the same force and effect as if such provision had never been included herein. With respect to any provision of this Agreement declared invalid, unenforceable or void, the Parties agree to negotiate in good faith for the purpose of replacing such clause, sentence or paragraph with a provision which is as near in substance as possible to that declared invalid, - 69 - unenforceable or void without itself being so declared. 6.8 Time of the Essence. Time is of the essence with respect to all matters related to this Agreement. 6.9 Counterparts. This Agreement may be executed by the Parties in any number of counterparts, each of which when so executed and delivered shall be an original but all counterparts together shall constitute one and the same instrument. 6.10 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. 6.11 Headings. The titles and headings used in this Agreement are for the convenience of the Parties only and shall not be used in interpreting or construing this Agreement. IN WITNESS WHEREOF, this Agreement has been duly entered into by the Parties the day and year first above written. Universal Security Instruments, Inc. (name withheld and filed separately with the Securities and Exchange Commission) By: /s/ Stephen Knepper By: /s/ Stephen Knepper (name withheld and filed Chairman and Chief Executive Officer separately with the Securities and Exchange Commission) Director - 70 - EXHIBIT 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of April 1, 2003, by and between UNIVERSAL SECURITY INSTRUMENTS, INC., a Maryland corporation (the "Company"), and HARVEY B. GROSSBLATT (the "Executive"). RECITALS WHEREAS, the Company is engaged in the business of designing, manufacturing and marketing security products (the "Business"); and WHEREAS, the Executive is the President of the Company; and WHEREAS, the Company desires to continue to employ the Executive to perform services as the President and Chief Operating Officer of the Company, and to perform other duties which may be assigned from time to time by the Board of Directors of the Company (the "Board") or the Chairman of the Board of the Company (the "Chairman") from time to time at its discretion; WHEREAS, the Company and Executive entered into an Employment Agreement dated as of April 1, 2002, as amended by Addendum to Employment Agreement dated October 21, 2002 (the "Original Agreement"); WHEREAS, the parties desire to extend the term of the Original Agreement, amend certain other provisions of the Original Agreement to be effective from and after April 1,2004, 2003 and in furtherance thereof, the parties have agreed to amend and restate the Original Agreement. NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree that the Original Agreement is hereby amended and restated in its entirety as follows: - 71 - 1. Employment. (a) Agreement to Employ. Upon the terms and subject to the conditions of this Agreement, the Company shall hereby employ the Executive and the Executive hereby agrees to be employed by Company. (b) Term of Employment. Subject to Section 7, the Company shall employ the Executive pursuant to the terms hereof for the period commencing as of the date hereof and ending on July 31, 2008 (the "Term"). The period during which the Executive is employed pursuant to this Agreement, including any renewal thereof shall be referred to as the "Employment Period." 2. Position and Duties. During the Employment Period, the Executive shall serve as, and have responsibilities and authority consistent with the position of, President and Chief Operating Officer of the Company, which shall be subject to the discretion of the Board. The Executive shall diligently and conscientiously devote his full and exclusive business time and attention and best efforts in discharging his duties. The Company shall provide appropriate office space and services to allow the Executive to discharge his duties, consistent with policies established by the Board from time to time. 3. Compensation. (a) Salary. The Company shall initially pay the Executive an annual base salary ("Annual Base Salary") of $180,000. The Annual Base Salary during any year of the Employment Period shall be an amount determined by the Board. The Annual Base Salary shall be subject to periodic review at least annually by the Board or by a committee established by the Board for increases based on the policies of the Company in effect from time to time. There shall be an annual increase in the Annual Base Salary, effective as of each anniversary date of this Agreement, equal to any increase, up to 4%, in the Consumer Price Index for the Greater Baltimore Area (as determined by the U.S. Bureau of Labor Statistics) for the immediately preceding four calendar quarters (the "COL Adjustment"). Once established, the Annual Base Salary shall not be reduced without the prior written consent of the Executive. The Annual Base Salary shall be payable according to the Company's regular payroll practices and shall be subject to all applicable federal, state and local withholding taxes. - 72 - (b) Bonus. (i) In addition to the Annual Base Salary, the Executive shall receive an annual bonus equal to the amount determined pursuant to Exhibit A attached hereto and incorporated herein by reference ("Bonus"), which shall be paid by the Company within 30 days following the filing with the United States Securities and Exchange Commission of the Company's Annual Report on Form 10-K for the fiscal year with respect to which the Bonus is earned. The Bonus shall be deemed fully earned by the Executive with respect to any fiscal year of the Company during which the Executive has been employed by the Company for at least nine months. The Bonus shall be subject to all applicable federal, state and local withholding taxes. (ii) To the extent the Company reports income from both its domestic operations (currently shown on the Company's annual consolidated statements of operations as "Operating income") and Hong Kong Joint Venture (currently shown on the Company's annual consolidated statements of operations as "Equity in earnings of Hong Kong joint venture"), the Bonus expense shall be allocated between such two components in the respective proportions as such components bear to the consolidated Net Income (currently shown on the Company's annual audited consolidated statements of operations). (c) Stock Options. In addition to the Annual Base Salary and any Bonus, the Executive shall be eligible to receive grants of options to acquire shares of the Company's Common Stock, as may be granted from time to time by the Board or a committee thereof. The parties acknowledge that on the effective date of the Original Agreement, the Board granted to the Executive options to purchase 20,000 shares of the Company's Common Stock, at an exercise price of $4.50 per share, exercisable immediately, pursuant to the Company's Non-Qualified Stock Option Plan. 4. Benefits. During the Employment Period, the Company shall provide the Executive with the following benefits: - 73 - (a) Participation by the Executive, and his wife and dependant children in any group health plans sponsored or arranged by the Company for its employees. The full amount of all premiums for such insurance will be paid by the Company. In the event the Executive declines or is ineligible to participate in such group health plans, the Company shall pay to the Executive, no less frequently than quarterly, additional compensation equal to the amount of such premiums which the Company would have paid for such period had the Executive accepted such participation for himself, his wife and dependant children. Nothing herein shall obligate the Company to continue any health plan currently offered to employees or offered to employees in the future. The Executive agrees to cooperate with the Company and to take all steps reasonably necessary to assist the Company in obtaining such insurance. The Executive represents that he currently has no significant health condition which would make it commercially unreasonable to obtain such insurance. (b) Participation in any retirement plans, disability income insurance and term life insurance policies sponsored or arranged by the Company for its employees from time to time. Nothing herein shall obligate the Company to continue any plan or policy currently offered to employees or offered to employees in the future. (c) For each calendar year during the Term, the Company shall contribute the maximum amount permitted by applicable law on behalf of the Executive to the Company's 401(k) Plan. The Executive shall be entitled to the full amount of this benefit with respect to any calendar year during which the Executive has been employed by the Company for at least 60 days. (d) Three weeks per year of paid vacation time plus sick leave and personal leave in accordance with the Company's policies for senior executive officers. The Executive shall be entitled to the full amount of this benefit with respect to any fiscal year of the Company during which the Executive has been employed by the Company for 60 days. (e) Use of a Company owned or leased automobile or, at the Executive's option, an automobile payment allowance of $800 per month. In addition, the Company shall pay for the insurance, fuel and service for such automobile. - 74 - (f) All costs and expenses of a mobile phone for the Executive's use in connection with the performance of his duties, in accordance with the terms and conditions that the Board shall determine from time to time. (g) In addition to the benefit provided under Section 4(a), reimbursement up to a maximum of $25,000 per annum for expenses incurred by the Executive, his wife and dependant children for medical, dental, optical and long-term care and prescription drugs, or third-party payor coverage therefor, which are not reimbursable under any medical coverage for which the premiums are paid by the Company. This amount shall be increased annually by an amount equal to the then-current medical expense reimbursement benefit multiplied by the COL Adjustment. All requests by the Executive for such reimbursement must be in writing accompanied by receipts for such amounts. (h) Participation in the Company's Cafeteria Plan/Flexible Spending Plan. (i) Any other group employee benefit plans or programs to the extent that he is qualified under the requirements relating to participation in any such plan or program. 5. Business Expenses. The Company shall pay or reimburse the Executive for business expenses incurred by the Executive during the Employment Period in connection with his employment. 6. Termination of Employment. Executive's employment will be terminated in accordance with Sections 6(a), or may be terminated in accordance with Sections 6(b) - (e), as follows: (a) Upon the last day of a Term. (b) By the Company for "Cause". For the purpose of this Section, "Cause" shall mean a determination by a court of competent jurisdiction that: (i) The Executive committed a willful act against the interest of the Company resulting in material harm to the Company's interests; or - 75 - (ii) The Executive committed a material act of dishonesty or fraud against the Company, unless it is determined by such court that the Executive acted in a manner which he believed, in good faith, to be in the interest of the Company. (c) By the Executive after 15-days written notice to the Company of the Company's material breach of this Agreement unless the Company cures such breach during such notice period. If the Executive terminates employment hereunder, the Executive's employment shall be deemed to have been terminated by the Company without Cause. (d) Upon the death of the Executive, or by the Company if the Executive is Permanently Disabled (as hereafter defined). For purposes of this Agreement, the term "Permanently Disabled" or "Permanent Disability" shall mean (i) becoming permanently disabled as provided in any permanent disability income policy provided by the Company under this Agreement insuring the Executive or (ii) in the absence of any such disability income policy, the inability for a period of six consecutive months, with reasonable accommodation, due to a mental or physical injury, illness or disorder, of Executive to provide substantially all of the services required pursuant to this Agreement to be provided by Executive. Whether or not Executive is Permanently Disabled under subsection (ii) shall be determined by a medical doctor agreed to by Company and Executive. If Company and the Executive cannot agree on such a medical doctor, they shall each, at their own expense, designate an unrelated medical doctor and such medical doctors shall in turn designate a third unrelated medical doctor, whose fee shall be shared equally by Company and Executive. Such medical doctor(s) shall determine whether Executive is Permanently Disabled and shall also determine the date of the commencement and termination, if any, of such Permanent Disability. Such determinations (whether made by unanimous or majority vote of the medical doctors) shall be binding on the parties hereto. If any party (the "Second Party") fails to select its medical doctor within 30 days after written notice from the other party (the "First Party") of the appointment of the First Party's medical doctor, then the First Party's medical doctor shall determine whether Executive is Permanently Disabled and shall also determine the date of the commencement and termination, if any, of such Permanent Disability. - 76 - (e) By the Executive on 30 days advance written notice at any time within 24 months following a "Change of Control", as defined in Exhibit B attached hereto and incorporated herein by reference (a "Change of Control"). 7. Effect of Termination. (a) In the event that Executive's employment is terminated for any reason, Executive shall be paid on the payroll date next following the date of termination, all compensation, and reimbursement of all expenses, for the applicable Term accruing through the effective date of termination of employment. (b) In the event of the termination of the Executive's employment hereunder pursuant to Section 6(c), the Executive shall be entitled to receive in addition to the payment under Section 7(a): (i) A lump sum severance payment in an amount equal to the Annual Base Salary for the balance of the Term plus the amount of the last Bonus, payable concurrently with the delivery by the Company to the Executive of the written notice of termination, and, on the date on which the Term would have expired, a lump sum severance payment in an amount equal to two times the previous 12 months' Annual Base Salary and last Bonus, in each instance subject to all applicable federal, state and local withholding taxes; and (ii) For the balance of the Term and a period of three years following the end of the Term, the benefits set forth in Sections 4(a) and 4(g). (c) In the event the Executive's employment is terminated by the Company or its successor following or in anticipation of a Change of Control, or in the event the Executive's employment is terminated by the Executive pursuant to Section 6(e) above, the Executive shall be entitled to receive in addition to the payment under Section 7(a): - 77 - (i) A lump sum severance payment in an amount equal to (A) the Annual Base Salary for the balance of the Term, (B) the amount of the last Bonus, and (C) three times the previous 12 months' Annual Base Salary and last Bonus, payable concurrently with the delivery by the Company or its successor to the Executive of the written notice of termination or within 30 days following termination by the Executive, as the case may be, subject to all applicable federal, state and local withholding taxes; and (ii) For a period of three years following the end of the Term of this Agreement, the benefits set forth in Sections 4(a) and 4(g); provided, however, the aggregate present value of payments pursuant to this Section 7(c) (plus any payments under any other plan of the Company and its affiliates which are contingent on a change of control), determined in accordance with Section 280G of the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law, may not exceed 2.99 times the Executive's average annual taxable compensation from the Company or its affiliates which is included in the Executive's gross income for the five taxable years of the Company ending before the date on which the change of control occurs. (d) In the event the Executive's employment is terminated pursuant to Section 6(d), the Executive (or his estate) shall be entitled to receive in addition to the payment under Section 7(a): (i) The continuation of the payment of the Executive's then current Annual Base Salary for the balance of the Term, reduced, in the event of the Executive's death, by any individual life insurance benefits the premiums for which are paid for by the Company, and in the event of the Executive's Permanent Disability, by any group or individual disability income insurance benefits the premiums for which are paid for by the Company and Social Security disability benefits paid to the Executive. The net amount payable hereunder shall be paid according to the Company's regular payroll practices, subject to all applicable federal, state and local withholding taxes; and - 78 - (ii) The continuation of the benefits set forth in Sections 4(a) and 4(g) for the longer of (A) the balance of the Term, or (B) three years following the date of the Executive's death or Permanent Disability; provided, however, that if the terms of the group health plans sponsored or arranged by the Company for its employees limit the length of time during which the benefit set forth in Section 4(a) may be provided, the Company shall pay to the Executive (or his estate) with respect to any period during which such benefit may not be provided, no less frequently than quarterly, a sum equal to the amount of the premiums which the Company would have paid for such period had the benefit set forth in Section 4(a) continued. 8. Company Obligations. The amounts payable to the Executive pursuant to Section 7 following termination of his employment shall be in addition to any rights the Executive may have with respect to previously granted stock options and any rights the Executive may have arising from claims of breaches by the Company of the terms of this Agreement. 9. Restrictive Covenants. (a) Noncompetition. During the Employment Period and any additional period during which the Executive receives compensation from the Company pursuant to Section 7, the Executive will not directly or indirectly, either as principal, agent, employee, or in any other capacity, enter into or engage in any business in which the Company is engaged during the Term hereof. (b) CONFIDENTIALITY. DURING THE EMPLOYMENT PERIOD AND AT ALL TIMES AFTER THE TERMINATION OF THIS AGREEMENT FOR ANY REASON, THE EXECUTIVE WILL NOT DISCLOSE TO ANY THIRD PARTY ANY TRADE SECRETS, CUSTOMER LISTS OR OTHER CONFIDENTIAL INFORMATION PERTAINING TO THE BUSINESS. (c) Company Property. Promptly following the Executive's termination of employment for any reason, the Executive shall return to the Company all property of such entity, and originals and any copies thereof in the Executive's possession or under his control, including all confidential information and trade secrets, in whatever media or in whatever form. - 79 - (d) Nonsolicitation of Employees. During the Employment Period and any additional period during which the Executive receives compensation from the Company pursuant to Section 7, the Executive shall not directly or indirectly induce any management or supervisor-level employee of the Company or any of its affiliates to terminate employment with such entity, and will not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ or offer employment to any person who is or was employed by the Company or a subsidiary thereof as a management or supervisor-level employee unless such person shall have ceased to be employed by such entity for a period of at least three months. (e) INJUNCTIVE RELIEF WITH RESPECT TO COVENANTS. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COVENANTS AND OBLIGATIONS OF THE EXECUTIVE WITH RESPECT TO NONCOMPETITION, NONSOLICITATION, CONFIDENTIALITY AND COMPANY PROPERTY RELATE TO SPECIAL, UNIQUE AND EXTRAORDINARY MATTERS AND THAT A VIOLATION OF ANY OF THE TERMS OF SUCH COVENANTS AND OBLIGATIONS WILL CAUSE THE COMPANY AND ITS SUBSIDIARIES IRREPARABLE INJURY FOR WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT LAW. THEREFORE, THE EXECUTIVE AGREES THAT THE COMPANY AND ITS SUBSIDIARIES SHALL BE ENTITLED TO AN INJUNCTION, RESTRAINING ORDER OR SUCH OTHER EQUITABLE RELIEF AS A COURT OF COMPETENT JURISDICTION MAY DEEM NECESSARY OR APPROPRIATE TO RESTRAIN THE EXECUTIVE FROM COMMITTING ANY VIOLATION OF THE COVENANTS AND OBLIGATIONS CONTAINED IN THIS SECTION. THESE INJUNCTIVE REMEDIES ARE CUMULATIVE AND ARE IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES THE COMPANY OR ITS SUBSIDIARIES MAY HAVE AT LAW OR IN EQUITY. IN THE EVENT (I) THE ENFORCEABILITY OF ANY OF THE COVENANTS CONTAINED IN THIS SECTION IS CHALLENGED BY EXECUTIVE IN ANY JUDICIAL PROCEEDING, (II) EXECUTIVE IS NOT ENJOINED IN SUCH PROCEEDING FROM BREACHING SUCH COVENANT, AND (III) EXECUTIVE DOES, IN FACT BREACH SUCH COVENANT, THEN, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT THE CHALLENGED COVENANT IS ENFORCEABLE, THE TIME PERIOD SET FORTH IN SUCH COVENANT SHALL BE DEEMED TOLLED UPON THE INITIATION OF SUCH PROCEEDING UNTIL THE DISPUTE IS FINALLY RESOLVED AND ALL PERIODS OF APPEAL HAVE EXPIRED. - 80 - 10. Miscellaneous. (a) Binding Effect. This Agreement shall be binding on the Company and any person or entity which succeeds to the interest of the Company (regardless of whether such succession occurs by operation of law, by reason of the sale of all or a portion of the Company's stock or assets or a merger, consolidation or reorganization involving the Company). This Agreement shall also inure to the benefit of the Executive's heirs, executors, administrators and legal representatives. (b) Assignment. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by either party hereto without the prior written consent of the other party. (c) Entire Agreement. This Agreement supersedes any and all prior agreements between the parties hereto, and constitutes the entire agreement between the parties hereto with respect to the matters referred to herein, and no other agreement, oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein. THE EXECUTIVE ACKNOWLEDGES THAT HE IS ENTERING INTO THIS AGREEMENT OF HIS OWN FREE WILL AND ACCORD, AND WITH NO DURESS, THAT HE HAS READ THIS AGREEMENT AND THAT HE UNDERSTANDS IT AND ITS LEGAL CONSEQUENCES. No parol or other evidence may be admitted to alter, modify or construe this Agreement, which may be changed only by a writing signed by the parties hereto. (d) Severability; Reformation. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event any of Section 9(a), (b), (c), (d) or (e) is not enforceable in accordance with its terms, the Executive and the Company agree that such Section, or such portion of such Section, shall be reformed to make it enforceable in a manner which provides the Company the maximum rights permitted under applicable law. - 81 - (e) Waiver. Waiver by either party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or his rights hereunder on any occasion or series of occasions. (f) Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered personally, by courier service, by registered mail, return receipt requested, or by telecopy and shall be effective upon dispatch to the party to whom such notice shall be directed, and shall be addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof): If to the Company: Universal Security Instruments, Inc. 7-A Gwynns Mill Court Owings Mills, Maryland 21117 Fax (410) 363-2218 Attention: Chairman of the Board If to the Executive: Harvey B. Grossblatt 28 Westspring Way Lutherville, Maryland 21093 (g) Amendments. This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto. (h) Headings. Headings to sections in this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof. (i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same Agreement. - 82 - (j) Withholding. Any payments provided for herein shall be reduced by any amounts required to be withheld by the Company from time to time under applicable federal, state or local income or employment tax laws or similar statutes or other provisions of law then in effect. (k) Governing Law. This Agreement shall be governed by the laws of the State of Maryland, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply. (l) Context. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, to the singular include the plural, to the part include the whole, and to the male gender shall also pertain to the female and neuter genders and vice versa. The term "including" is not limiting, and the term "or" has the inclusive meaning represented by the phrase "and/or". The words "hereof," "herein," "hereby", "hereto", "hereunder" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section and Exhibit and clause references are to this Agreement unless otherwise specified. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has hereunto set his hand as of the day and year first above written. WITNESS: THE COMPANY: UNIVERSAL SECURITY INSTRUMENTS, INC. _________________________ By: /s/ Stephen Knepper Stephen Knepper Chairman of the Board THE EXECUTIVE: _________________________ /s/ Harvey B. Grossblatt Harvey B. Grossblatt - 83 - EXHIBIT A BONUS FORMULA For purposes of the Bonus calculation, the Company's "Pre-Tax Net Income" with respect to any fiscal year means the amount of net income before income taxes and before Bonus calculation which will be reported by the Company in its annual audited consolidated financial statements with respect to such fiscal year. With respect to any fiscal year of the Company in which the Company has achieved Pre-Tax Net Income, the amount of Pre-Tax Net Income equal to 8% of shareholders' equity as of the start of the fiscal year shall be excluded from the Bonus calculation (the "Bonus Threshold"). Thereafter, the Executive shall be entitled to receive as a Bonus an amount equal to the aggregate of the percentages of such Pre-Tax Net Income in excess of the Bonus Threshold, as specified below: On Pre-Tax Net Income up to and including $1 million 3% On all portions of Pre-Tax Net Income from over $1 million up to and including $2 million 4% On all portions of Pre-Tax Net Income from over $2 million up to and including $3 million 5% On all portions of Pre-Tax Net Income from over $3 million up to and including $4 million 6% On all portions of Pre-Tax Net Income over $4 million 7% - 84 - EXHIBIT B CHANGE OF CONTROL For the purposes of this Agreement, a "Change of Control" means the occurrence of any one or more of the following events, provided that the Chief Executive Officer of the Company as of the date of this Agreement either exercises his/her rights under a Change of Control pursuant to his/her employment agreement with the Company, or consents to the exercise by the Executive: (i) The acquisition or attainment of "beneficial ownership" by a person or entity, including any "group", as such terms are defined under Section 13(d) of the Securities Exchange Act of 1934, including any of the equity owners of the Company as of the date hereof, of 50% or more (on a primary and not a fully diluted basis) of the outstanding common equity of the Company. * (ii) The sale or other disposition of all or substantially all of the assets of the Company in one transaction or a series of transactions (other than financing arrangements), unless approved by the Board. (iii) A merger, consolidation or share exchange involving the Company and any other person or entity, including any of the equity owners as of the date hereof, in which the Company or one of its subsidiaries is not the surviving entity, unless approved by the Board. (iv) Any other "business combination" (as defined in Section 3-601(e) of the Maryland General Corporation Law) involving the Company and any person or entity, including any of the equity owners as of the date hereof, whether or not such person or entity is an "interested stockholder" under that statute, unless approved by the Board. (v) The deadlock of the Board with respect to the management of the Company's affairs that a majority vote for action by the Board cannot be obtained either within a reasonable time or, if shorter, for two consecutive Board meetings. - 85 - (vi) The filing by the Company or any other party with the Securities and Exchange Commission ("SEC") of proxy materials with respect to the election to the Board of individuals other than those nominated by the Board and who, if elected would constitute, together with other directors serving on the Board who were not nominated by the Board, a majority of the Board. (vii) The filing by any party or group (other than the Executive or a group which includes the Executive) with the SEC of information disclosing the plan or proposal of such party or group to accomplish any of the following: 1. The acquisition by such party or group of additional securities of the Company which, if accomplished, would result in the occurrence of the event(s) specified in paragraphs (i) or (ii), above; 2. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; 3. A sale or transfer of a material amount of assets of the Company or any of its subsidiaries (other than financing arrangements); 4. Any change in the present Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; 5. Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede or advance the acquisition of control of the Company by any person; - 86 - 6. Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system sponsored or maintained by a registered national securities association; 7. A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or 8. Any action similar to any of those enumerated above. * For purposes of this definition, the transfer in a single or series of transactions of 30% or more of the voting control of any equity owner of the Company shall be deemed to be a transfer of beneficial ownership of the common equity of the Company owned by such equity owner. - 87 - EXHIBIT 23.1 Consent of Independent Certified Public Accountants We consent to the incorporation by reference in the Registration Statement of Universal Security Instruments, Inc. and subsidiaries on Form S-8 (No. 333-81930 dated February 1, 2002) pertaining to the Non-Qualified Stock Option Plan as Amended, Registration Statements on Form S-8 (No. 2-83323 dated May 4, 1983, No. 33-6953 dated July 2, 1986, No. 33-21226 dated April 13, 1988) pertaining to the Non-Qualified Stock Option Plan and in the Registration Statement on Form S-8 (No. 33-21225 dated April 13, 1988) pertaining to the 1988 Employee Stock Purchase Plan, of our report dated June 13, 2003, included in the Annual Report of Universal Security Instruments, Inc. and subsidiaries on Form 10-K for the year ended March 31, 2003 filed with the Securities and Exchange Commission. GRANT THORNTON LLP Baltimore, Maryland June 13, 2003 - 88 - EXHIBIT 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-81930 dated February 1, 2002) pertaining to the Non-Qualified Stock Option Plan as Amended, Registration Statements on Form S-8 (No. 2-83323 dated May 4, 1983, No. 33-6953 dated July 2, 1986, No. 33-21226 dated April 13, 1988) pertaining to the Non-Qualified Stock Option Plan and in the Registration Statement on Form S-8 (No. 33-21225 dated April 13, 1988) pertaining to the 1988 Employee Stock Purchase Plan of our report dated May 9, 2003 with respect to the consolidated financial statements of The Joint Venture (Name withheld and filed separately with the Securities and Exchange Commission), included in the Annual Report (Form 10-K) of Universal Security Instruments, Inc. for the year ended March 31, 2003, filed with the Securities and Exchange Commission. ERNST & YOUNG Hong Kong June 23, 2003 - 89 - EXHIBIT 99.1 RULE 15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Stephen C. Knepper, certify that: 1. I have reviewed this Annual Report on Form 10-K of Universal Security Instruments. Inc.; 2. Based on my knowledge, this Annual 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 period covered by this Annual Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual 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 Annual 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 Annual Report (the "Evaluation Date"); and c) presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; - 90 - 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 Annual 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: June 26, 2003 /s/ Stephen C. Knepper Stephen C. Knepper Chief Executive Officer - 91 - EXHIBIT 99.2 RULE 15d-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Harvey Grossblatt, certify that: 1. I have reviewed this Annual Report on Form 10-K of Universal Security Instruments. Inc.; 2. Based on my knowledge, this Annual 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 period covered by this Annual Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual 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 Annual 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 Annual Report (the "Evaluation Date"); and c) presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; - 92 - 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 Annual 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: June 26, 2003 /s/ Harvey Grossblatt Harvey Grossblatt Chief Financial Officer - 93 - Exhibit 99.3 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Universal Security Instruments, Inc. (the "Company") on Form 10-K for the period ending March 31, 2003 as filed with the Securities and Exchange Commission and to which this Certification is an exhibit (the "Report"), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The 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 Form 10-K fairly presents, in all material respects, the financial condition and result of the Company as of, and for, the periods reflected therein. Date: June 26, 2003 /s/ Stephen C. Knepper Stephen C. Knepper Chairman, Chief Executive Officer /s/ Harvey B. Grossblatt Harvey B. Grossblatt President, Chief Financial Officer - 94 - EXHIBIT 99.4 June 26, 2003 Dear Partners/Shareholders: I am very pleased to have an opportunity to share with you our results for the fourth quarter and fiscal year ended March 31, 2003. The first full fiscal year under our new leadership team has been one of important operational progress and top and bottom-line success. While many factors have contributed to our growth of the past year, overall we must credit a Company-wide commitment to strong execution of our strategic plan. In late 2001, we were determined to return to our roots as an aggressive, innovative Company that puts the customer first. We focused on building market share across the board, developing new products and becoming more service-driven and efficient. Our financial performance reflects the results of this focus. For the quarter, sales rose 48% to $3,859,238 versus $2,606,831 a year ago while earnings increased to $519,883 or $0.46 per basic share, ($.42 per diluted share), versus last year's $139,290, or $0.14 per basic share ($0.13 per diluted share). As the fourth quarter is typically our softest, we are very encouraged by these results and our momentum heading into the first quarter. For our fiscal year, earnings were $2,400,318, or $2.23 per basic share, ($2.05 per diluted share), the highest in your Company's history, versus last year's $261,625, or $0.28 per basic share and diluted share, and a sales increase for the 12 months of 52% to $15,953,883 versus $10,480,829 for the same period a year ago. I cannot point to just one operational area as the reason for our progress this year. We have seen domestic market share growth in our wholesale and electrical distribution business. Our 50-percent-owned Hong Kong joint venture continues to provide us with outstanding manufacturing in a highly efficient manner. Our joint venture is also performing well in expanding sales in international markets and continues to explore new markets. In addition, new products such as our smoke alarms with side-loading battery drawer and carbon monoxide alarms have been introduced to our marketplace. We expect to continue to introduce other new products this year. - 95 - Looking back over the past four quarters, our story has been remarkably consistent despite an unpredictable economy. While our progress has been good, be assured we will continue to focus on building our business and generating shareholder value for the long term. Universal has worked hard over the past year and is well positioned to take advantage of the opportunities we see in the market. As always, should you have any questions, please don't hesitate to contact me. Thank you for your continued support. Respectfully, Stephen C. Knepper Chairman _________________________________________________________________ Statements contained in this document that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Although UNIVERSAL SECURITY INSTRUMENTS, INC. believes that the expectations reflected in such forward-looking statements are reasonable, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projections. - 96 - EXHIBIT 99.4 For Immediate Release Contact: Harvey Grossblatt, President Universal Security Instruments, Inc. 410-363-3000, Ext. 224 or Don Hunt, Jeff Lambert Lambert, Edwards & Associates, Inc. 616-233-0500 Universal Security Instruments Announces Sharply Higher Sales & Earnings For Fourth Quarter and Fiscal Year Annual Sales Increase 52%; Earnings Per Share Rise to $2.23 Vs. $0.28 OWINGS MILLS, MD, June 26, 2003: Universal Security Instruments, Inc. (OTC-BB: USEC) today announced significant sales and earnings growth for the fourth quarter and fiscal year ended March 31, 2003. The Company cited continued market share expansion, successful new product launches and solid growth at its Hong Kong joint venture. The Owings Mills, MD-based designer and marketer of safety and security equipment reported fourth quarter net earnings rose to $519,883, or $0.46 per basic share ($0.42 per diluted share), and sales rose 48% to $3,859,238, compared with net earnings of $139,290, or $0.14 per basic share (0.13 per diluted share), and sales of $2,606,831 for last year's fourth quarter. For the 12 months ended March 31, 2003 sales rose 52% to $15,953,883, versus $10,480,829 for the same period last year. The Company reported net earnings rose to $2,400,318, or $2.23 per basic share ($2.05 per diluted share), compared to net earnings of $261,625, or $0.28 per basic and diluted share, for the same period last year. The Company said the annual results, the best in Universal's 33-year history, reflect consistent performance, efficiency and growth in all areas of the Company's business. The Company's 50-percent-owned Hong Kong manufacturing joint venture continues to focus on outstanding quality and efficiency and has expanded sales in international markets as it continues to explore new opportunities. In addition, the Company's wholesale and electrical distribution businesses have increased their domestic market share. - 97 - "We are very pleased with our results for the fourth quarter and fiscal 2003. As the fourth quarter is traditionally one of the softest periods for our industry, it was highly rewarding to close our year on such a positive note. We have aggressively gained market share across the board, introduced new products and kept costs in check," said Harvey Grossblatt, President and Chief Operating Officer of Universal Security Instruments, Inc. "Looking back over the past 12 months, it is clear that the plan we began implementing in late 2001 to improve all levels of our operation has taken hold. While aggressively pursuing the many opportunities present in our markets today, we have not lost our focus on remaining efficient, service-oriented and quality-driven. Gross margins rose 16% from 27% to 31% during the past year, sales per employee are up and customer retention and satisfaction are strong. We are very enthusiastic about the work that's been done this year and believe we are well-positioned heading into 2004," Grossblatt added. UNIVERSAL SECURITY INSTRUMENTS, INC., founded in 1969, is a Maryland-based manufacturer and worldwide marketer of safety and security products directly and through its 50%-owned Hong Kong joint venture. -- more -- - 98 - Universal/Page 2 UNIVERSAL SECURITY INSTRUMENTS, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER ENDED MARCH 31: UNAUDITED 2003 2002 Sales $3,859,238 $2,606,831 Net income* 519,883 139,290 Income per share: Basic .46 .14 Diluted .42 .13 Weighted average number of common shares outstanding: Basic 1,121,191 999,562 Diluted 1,248,880 1,055,769 RESULTS FOR THE FISCAL YEAR ENDED MARCH 31: AUDITED 2003 2002 Sales $15,953,883 $10,480,829 Net income* 2,400,318 261,625 Income per share: Basic 2.23 .28 Diluted 2.05 .28 Weighted average number of common shares outstanding: Basic 1,075,079 938,624 Diluted 1,171,309 945,770 *Due to the tax benefit carryforward of prior years' operating losses, no tax liability was incurred. OTC:USEC - 99 - Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Although UNIVERSAL SECURITY INSTRUMENTS, INC. believes that the expectations reflected in such forward-looking statements are reasonable; the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projections. - 100 - Audited Financial Statements THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) 31 March 2003 - 101 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) CONTENTS Pages REPORT OF INDEPENDENT AUDITORS 103 AUDITED FINANCIAL STATEMENTS Consolidated profit and loss account 104 Consolidated balance sheet 105 Consolidated statement of changes in equity 106 Consolidated cash flow statement 107-109 Notes to consolidated financial statements 110-127 - 102 - Report of Independent Auditors To the board of directors THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) (Incorporated in Hong Kong with limited liability) We have audited the accompanying consolidated balance sheets of (name withheld and filed separately with the Securities and Exchange Commission) (the "Company") and its subsidiaries as of 31 March 2003 and 2002, and the related consolidated profit and loss accounts, consolidated statements of changes in equity and cash flows for each of the two years in the period ended 31 March 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of 31 March 2003 and 2002, and the consolidated results of their operations and their cash flows for each of the two years in the period ended 31 March 2003 in conformity with accounting principles generally accepted in Hong Kong. Accounting principles generally accepted in Hong Kong vary in certain significant respects from accounting principles generally accepted in the United States of America. Application of generally accepted accounting principles in the United States of America would not have had a significant effect on the consolidated results of operations of the Company and its subsidiaries for each of the two years ended 31 March 2003 and the financial position of the Company and its subsidiaries as of 31 March 2003 and 2002. Ernst & Young Hong Kong 9 May 2003 - 103 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 31 March 2003 Notes 2003 2002 HK$ HK$ TURNOVER 4 182,256,085 88,449,887 Cost of sales (120,864,232) (59,632,260) Gross profit 61,391,853 28,817,627 Other revenue 4 1,221,670 1,345,281 Administrative and operating expenses ( 21,819,089) (11,864,956) PROFIT FROM OPERATING ACTIVITIES 5 40,794,434 18,297,952 Finance costs 6 ( 355,013) ( 145,454) PROFIT BEFORE TAX 40,439,421 18,152,498 Tax 7 ( 3,344,724) 1,036,461 NET PROFIT FOR THE YEAR 37,094,697 19,188,959 INTERIM DIVIDENDS 8 19,955,322 10,383,672 - 104 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) CONSOLIDATED BALANCE SHEET 31 March 2003 Notes 2003 2002 HK$ HK$ ASSETS Non-current assets: Fixed assets 9 19,506,034 16,414,287 Long term investment 10 - - 19,506,034 16,414,287 Current assets: Due from a shareholder 1 4,204,766 2,208,332 Inventories 11 15,122,141 12,768,297 Trade receivables 3,982,562 1,698,965 Prepayments, deposits and other receivables 881,514 371,644 Pledged time deposit 12 - 1,676,441 Cash and cash equivalents 13 40,893,730 26,994,967 65,084,713 45,718,646 TOTAL ASSETS 84,590,747 62,132,933 EQUITY AND LIABILITIES Current liabilities: Due to a related Company 1 3,435,335 900,000 Tax payable 2,366,798 1,379,000 Other payables and accruals 2,387,135 1,447,572 Trade payables 13,347,999 12,188,556 21,537,267 15,915,128 Non-current liabilities: Loans from shareholders 14 2,868,954 2,868,954 Deferred tax 15 30,000 333,700 2,898,954 3,202,654 TOTAL LIABILITIES 24,436,221 19,117,782 Capital and reserve: Issued capital 16 200 200 Retained profits 60,154,326 43,014,951 60,154,526 43,015,151 TOTAL EQUITY AND LIABILITIES 84,590,747 62,132,933 - 105 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Year ended 31 March 2003 Issued Retained capital profits Total HK$ HK$ HK$ At 1 April 2001 200 34,209,664 34,209,864 Net profit for the year - 19,188,959 19,188,959 Interim dividends - (10,383,672) (10,383,672) At 31 March 2002 and 1 April 2002 200 43,014,951 43,015,151 Net profit for the year - 37,094,697 37,094,697 Interim dividends - (19,955,322) (19,955,322) At 31 March 2003 200 60,154,326 60,154,526 - 106 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) CONSOLIDATED CASH FLOW STATEMENT Year ended 31 March 2003 Notes 2003 2002 HK$ HK$ CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax 40,439,421 18,152,498 Adjustments for: Finance costs 6 355,013 145,454 Interest income 4 ( 373,074) ( 565,330) Depreciation 5 3,455,158 2,934,708 Loss on disposal of fixed assets 5 120,708 29 Operating profit before working capital changes 43,997,226 20,667,359 Increase in amount due from a shareholder (11,974,095) ( 3,409,298) Increase in inventories ( 2,353,844) ( 6,109,953) Increase in trade receivables ( 2,283,597) ( 1,698,965) Decrease/(increase) in prepayments, deposits and other receivables ( 509,870) 282,502 Increase in amount due to a related Company 2,535,335 900,000 Increase/(decrease) in other payables and accruals 939,563 ( 1,031,455) Increase in trade payables 1,159,443 8,795,015 Cash generated from operations 31,510,161 18,395,205 Interest received 373,074 565,330 Interest paid ( 355,013) ( 145,454) Dividends paid ( 9,977,661) ( 5,191,836) Hong Kong profits tax refunded/(paid) ( 2,660,626) 83,458 Net cash inflow from operating activities 18,889,935 13,706,703 - 107 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) CONSOLIDATED CASH FLOW STATEMENT (continued) Year ended 31 March 2003 Notes 2003 2002 HK$ HK$ CASH FLOWS FROM INVESTING ACTIVITIES Purchases of fixed assets ( 6,738,013) ( 2,271,477) Proceeds from disposal of fixed assets 70,400 16,113 Decrease/(increase) in pledged time deposit 1,676,441 ( 44,509) Net cash outflow from investing activities ( 4,991,172) ( 2,299,873) CASH FLOWS FROM FINANCING ACTIVITY Repayment of loan from a related Company - ( 27,329) Net cash outflow from financing activity - ( 27,329) NET INCREASE IN CASH AND CASH EQUIVALENTS 13,898,763 11,379,501 Cash and cash equivalents at beginning of year 26,994,967 15,615,466 CASH AND CASH EQUIVALENTS AT END OF YEAR 40,893,730 26,994,967 NET INCREASE IN CASH AND CASH EQUIVALENTS 13,898,763 11,379,501 Cash and cash equivalents at beginning of year 26,994,967 15,615,466 CASH AND CASH EQUIVALENTS AT END OF YEAR 40,893,730 26,994,967 - 108 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) CONSOLIDATED CASH FLOW STATEMENT (continued) Year ended 31 March 2003 Notes 2003 2002 HK$ HK$ ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Cash and bank balances 13 33,066,829 14,962,374 Time deposits with original maturity of less than three months when acquired 13 7,826,901 12,032,593 40,893,730 26,994,967 - 109 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 1. CORPORATE INFORMATION The registered office of the Company is at (address withheld and filed separately with the SEC). The Company was incorporated under the laws of Hong Kong on 7 July 1989. It operates under a joint venture agreement entered into on 23 October 1989 between Universal Security Instruments, Inc. ("USI"), a company incorporated in the United States, and The Original Joint Venture Owner (name withheld and filed separately with the SEC). The Company is economically dependent on USI with which it transacts a significant portion of its business and the financial statements reflect the effect of these transactions that are conducted on bases determined between the parties. During the year, the following significant related party transactions were recorded: Notes 2003 2002 HK$ HK$ Sales made to USI (i) 57,170,207 37,952,734 Purchases from USI (i) 7,279,138 5,323,216 Sales commission to USI (ii) 335,090 - Rentals paid to: An Affiliate of the Company (name withheld and filed separately with the SEC) (iii) 840,000 840,000 A Director of the Company (name withheld and filed separately with the SEC) (iii) 240,000 240,000 Management fee paid to (name withheld and filed separately with the SEC) (iv) 2,160,000 1,620,000 - 110 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 1. CORPORATE INFORMATION (continued) Management bonus paid to (name withheld and filed separately with the SEC) (v) 3,435,335 900,000 Interest income from USI (vi) 169,260 214,409 Notes: (i) Sales and purchases were made according to published prices and conditions similar to those offered to other customers or by other suppliers of the Group. (ii) Sales commission was charged at mutually agreed terms between the Group and USI for the Group's sales to customers referred by USI. (iii) Rental expenses were charged for the office premises owned by (name withheld and filed separately with the SEC) and (name withheld and filed separately with the SEC) in Hong Kong and the People's Republic of China (the "PRC") with reference to the prevailing market rate and area occupied by the Group. (iv) Management fee was charged at a monthly basis of HK$180,000 (2002: HK$120,000 for the months from January to December 2001 and HK$180,000 for the months from January to March 2002) for the provision of management services rendered in planning, execution and operation of electronics manufacturing plant in the PRC. (v) Management bonus was calculated at 10% (2002: 10%) on the portion of the Company's annual pre-tax profit in excess of HK$10 million. (vi) Interest income from USI was charged at 6% (2002: 6% - 12%) per annum of the overdue trading balance during the year. - 111 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 1. CORPORATE INFORMATION (continued) Notes (continued): (name withheld and filed separately with the SEC) is a company of which (name withheld and filed separately with the SEC) and (name withheld and filed separately with the SEC), beneficial shareholders of (name withheld and filed separately with the SEC), are also directors. The amount due to (name withheld and filed separately with the SEC) of HK$3,435,335 (2002: HK$900,000) as at 31 March 2003 is unsecured, interest-free and has no fixed terms of repayment. Except for the trading balance of HK$3,748,182 (2002: HK$1,512,801) with USI included as due from a shareholder of HK$4,204,766 (2002: HK$2,208,332) under current assets at 31 March 2003 which is interest-bearing at 6% (2002: 6% - 12%) per annum, the remaining balance with USI is unsecured, interest-free, and has no fixed terms of repayment. 2. IMPACT OF NEW AND REVISED HONG KONG STATEMENTS OF STANDARD ACCOUNTING PRACTICE ("SSAPS") The following new and revised SSAPs are effective for the first time for the current year's consolidated financial statements: * SSAP 1 (Revised): "Presentation of financial statements" * SSAP 15 (Revised): "Cash flow statements" * SSAP 34: "Employee benefits" These SSAPs prescribe new accounting measurement and disclosure practices. The major effects on the Group's accounting policies and on the amounts disclosed in these financial statements of adopting these SSAPs are summarised as follows: - 112 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 2. IMPACT OF NEW AND REVISED HONG KONG STATEMENTS OF STANDARD ACCOUNTING PRACTICE ("SSAPS") (continued) SSAP 1 prescribes the basis for the presentation of financial statements and sets out guidelines for their structure and minimum requirements for the content thereof. The principal impact of the revision to this SSAP is that a consolidated statement of changes in equity is now presented on page 106 of the consolidated financial statements in place of the consolidated statement of recognised gains and losses that was previously required. SSAP 15 (Revised) prescribes the revised format for the cash flow statement. The principal impact of the revision of this SSAP is that the consolidated cash flow statement now presents cash flows under three headings, cash flows from operating, investing and financing activities, rather than the five headings previously required. SSAP 34 prescribes the recognition and measurement criteria to apply to employee benefits, together with the required disclosures in respect thereof. The adoption of this SSAP has resulted in no material change to the previously adopted accounting treatments for employee benefits. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation These financial statements have been prepared in accordance with Hong Kong Statements of Standard Accounting Practice and accounting principles generally accepted in Hong Kong. They have been prepared under the historical cost convention. - 113 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 March 2003. The results of subsidiaries acquired or disposed of during the year are consolidated from or to their effective dates of acquisition or disposal, respectively. All significant intercompany transactions and balances within the Group are eliminated on consolidation. Subsidiaries A subsidiary is a company in which the Company, directly or indirectly, controls more than half of its voting power or issued share capital or controls the composition of its board of directors. Long term investment Investment held on a long-term basis is stated at cost less any impairment loss. Related parties Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. Impairment of assets An assessment is made at each balance sheet date of whether there is any indication of impairment of any asset, or whether there is any indication that an impairment loss previously recognised for an asset in prior years may no longer exist or may have decreased. If any such indication exists, the asset's recoverable amount is estimated. An asset's recoverable amount is calculated as the higher of the asset's value in use or its net selling price. - 114 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss is charged to the consolidated profit and loss account in the period in which it arises. Fixed assets and depreciation Fixed assets are stated at cost less accumulated depreciation and any impairment losses. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after fixed assets have been put into operation, such as repairs and maintenance, is normally charged to the profit and loss account in the period in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the fixed asset, the expenditure is capitalised as an additional cost of that asset. Depreciation is calculated on the straight-line basis to write off the cost of each asset over its estimated useful life. The principal annual rates used for this purpose are as follows: Land held on medium term lease Over the lease term Buildings 5% Leasehold improvements 20% Plant and machinery 10% Furniture and fixtures 20% Motor vehicles 20% Computer equipment and software 50% The gain or loss on disposal or retirement of a fixed asset recognised in the consolidated profit and loss account is the difference between the net sales proceeds and the carrying amount of the relevant asset. - 115 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in, first-out basis and, in the case of work in progress and finished goods, comprises direct materials, direct labour and an appropriate proportion of overheads. Net realisable value is based on the estimated selling prices less any estimated costs to be incurred to completion and disposal. Cash and cash equivalents For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise cash on hand and demand deposits, and short term highly liquid investments which are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired, less bank overdrafts which are repayable on demand and form an integral part of the Group's cash management. For the purpose of the consolidated balance sheet, cash and cash equivalents comprise cash on hand and at banks, including term deposits, which are not restricted as to use. Revenue recognition Revenue is recognised when it is probable that the economic benefits will flow to the Group and when the revenue can be measured reliably, on the following bases: (a) from the sales of goods, when the significant risks and rewards of ownership have been transferred to the buyer, provided that the Group maintains neither managerial involvement to the degree usually associated with ownership, nor effective control over the goods sold, net of discounts and returns; (b) rental income, on the straight-line basis over the lease term; - 116 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (c) management fee income, when the services are rendered; and (d) interest income, on a time proportion basis taking into account the principal outstanding and the effective interest rate applicable. Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Where the Group is the lessor, assets leased by the Group under operating leases are included in non-current assets and rentals receivable under the operating leases are credited to the consolidated profit and loss account on the straight-line basis over the lease terms. Where the Group is the lessee, rentals payable under the operating leases are charged to the consolidated profit and loss account on the straight-line basis over the lease terms. Deferred tax Deferred tax is provided, using the liability method, on all significant timing differences to the extent it is probable that the liability will crystallise in the foreseeable future. A deferred tax asset is not recognised until its realisation is assured beyond reasonable doubt. Foreign currencies Foreign currency transactions are recorded at the applicable exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable exchange rates ruling at that date. Exchange differences are dealt with in the consolidated profit and loss account. - 117 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Employee benefits Pension Scheme The Group operates a defined contribution Mandatory Provident Fund retirement benefits scheme (the "MPF Scheme") under the Mandatory Provident Fund Schemes Ordinance for all of its employees. Contributions are made based on a percentage of the employees' basic salaries and are charged to the consolidated profit and loss account as they become payable in accordance with the rules of the MPF Scheme. The assets of the MPF Scheme are held separately from those of the Group in an independently administered fund. The Group's employer contributions vest fully with the employees when contributed into the MPF Scheme. 4. REVENUE AND GAINS Turnover represents the invoiced value of goods sold, net of discounts and returns. An analysis of turnover, revenue and gains is as follows: 2003 2002 HK$ HK$ Turnover Sale of goods 182,256,085 88,449,887 Other revenue Gross rental income 295,200 316,400 Management fee income - 19,890 Interest income 373,074 565,330 Sundry income 314,918 267,041 983,192 1,168,661 Gains Exchange gains, net 238,478 176,620 1,221,670 1,345,281 - 118 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 5. PROFIT FROM OPERATING ACTIVITIES Profit from operating activities is arrived at after charging/(crediting): 2003 2002 HK$ HK$ Cost of inventories sold 120,864,232 59,632,260 Depreciation 3,455,158 2,934,708 Less: Amount included in cost of sales (2,400,072) (2,278,081) 1,055,086 656,627 Auditors' remuneration 168,000 168,000 Staff costs: Wages and salaries 9,433,055 7,105,704 Pension scheme contributions 162,751 148,629 9,595,806 7,254,333 Less: Amount included in cost of sales (5,012,585) (3,301,487) 4,583,221 3,952,846 Directors' remuneration - - Minimum lease payments under operating leases in respect of land and buildings 1,175,993 1,120,605 Gross and net rental income ( 295,200) ( 316,400) Loss on disposal of fixed assets 120,708 29 - 119 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 6. FINANCE COSTS 2003 2002 HK$ HK$ Interest on inward bills 286,947 101,991 Interest to (name withheld and filed separately with the SEC) - 667 Others 68,066 42,796 Total interest 355,013 145,454 7. TAX Hong Kong profits tax has been provided at the rate of 16% (2002: 16%) on the estimated assessable profits arising in Hong Kong during the year. 2003 2002 HK$ HK$ Provision for the year 3,700,000 1,379,000 Overprovision in prior years ( 51,576) (2,415,461) Deferred tax - note 15 ( 303,700) - Tax charge/(credit) for the year 3,344,724 (1,036,461) - 120 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 8. INTERIM DIVIDENDS 2003 2002 HK$ HK$ First interim - HK$2,834,679 (2002: HK$4,680,000) per ordinary share 5,669,358 9,360,000 Second interim - HK$2,692,134 (2002: HK$511,836) per ordinary share 5,384,268 1,023,672 Third interim - HK$2,526,524 (2002: Nil) per ordinary share 5,053,048 - Fourth interim - HK$1,924,324 (2002: Nil) per ordinary share 3,848,648 - 19,955,322 10,383,672 9. FIXED ASSETS (continued) Cost: At beginning of Year Additions Disposals At 31 March 2003 Medium term leasehold land HK$ 2,102,686 - - 2,102,686 Buildings HK$ 13,711,906 - - 13,711,906 Leasehold improve- ments HK$ 7,789,993 2,487,245 - 10,277,238 Plant and machinery HK$ 31,128,422 2,566,240 (2,398,412) 31,296,250 Furniture and fixtures HK$ 3,491,267 357,579 - 3,848,846 Motor vehicles HK$ 1,577,130 927,603 - 2,504,733 Computer equipment and software HK$ 673,322 399,346 - 1,072,668 Total HK$ 60,474,726 6,738,013 (2,398,412) 64,814,327 Accumulated depreciation: Provided At beginning during of Year the year Disposals At 31 March 2003 Medium term leasehold land HK$ 471,352 43,806 - 515,158 Buildings HK$ 5,725,416 636,602 - 6,362,018 Leasehold improve- ments HK$ 6,946,693 503,475 - 7,450,168 Plant and machinery HK$ 27,139,535 1,216,189 (2,207,304) 26,148,420 Furniture and fixtures HK$ 2,870,577 213,433 - 3,084,010 Motor vehicles HK$ 720,555 405,809 - 1,126,364 Computer equipment and software HK$ 186,311 435,844 - 622,155 Total HK$ 44,060,439 3,455,158 (2,207,304) 45,308,293 Net book value: At 31 March 2003 At 31 March 2003 Medium term leasehold land HK$ 1,587,528 1,631,334 Buildings HK$ 7,349,888 7,986,490 Leasehold improvements HK$ 2,827,070 843,300 Plant and machinery HK$ 5,147,830 3,988,887 Furniture and fixtures HK$ 764,836 1,378,369 Motor vehicles HK$ 1,378,369 856,575 Computer equipment and software HK$ 450,513 487,011 Total HK$ 19,506,034 16,414,287 - 121 - In 1991, the Group entered an agreement to lease certain land located in the PRC for the building of factory premises and staff quarters for a term of 50 years at a consideration of HK$2,102,686. However, the Group has not obtained the land use right from the relevant authority in the PRC. This land is amortised over the lease term of 50 years. 10. LONG TERM INVESTMENT 2003 2002 HK$ HK$ Unlisted investment, at cost 9,305,588 9,305,588 Amount due from the investee Company 1,158,675 1,158,675 10,464,263 10,464,263 Less: Provision for impairment (9,305,588) (9,305,588) Provision against an amount due from the investee Company (1,158,675) (1,158,675) - - - 122 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 10. LONG TERM INVESTMENT (continued) Particulars of the investee company are as follows: Percentage Place of Nominal of equity registration value of attributable and registered to the Group Principal Name operation capital 2002 2001 activity An Affiliate of the Company (name withheld and filed separately with the SEC) PRC US$4,000,000 30 30 Dormant The Group does not have significant influence on the financial and operating policy decisions of the investee company and, accordingly, the investment is classified as long-term investment. The amount due from the investee company is unsecured, interest-free and has no fixed terms of repayment. 11. INVENTORIES 2003 2002 HK$ HK$ Raw materials 8,294,473 8,615,554 Work in progress 3,224,558 1,779,372 Finished goods 3,603,110 2,373,371 15,122,141 12,768,297 - 123 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 12. PLEDGED TIME DEPOSIT At 31 March 2002, time deposit of HK$1,676,441 was pledged to a bank for credit facilities of HK$3,329,000 granted to the Group. The pledge was released during the year. 13. CASH AND CASH EQUIVALENTS 2003 2002 HK$ HK$ Cash and bank balances 33,066,829 14,962,374 Time deposits 7,826,901 12,032,593 40,893,730 26,994,967 14. LOANS FROM SHAREHOLDERS 2003 2002 HK$ HK$ USI 1,434,477 1,434,477 (name withheld and filed separately with the SEC) 1,434,477 1,434,477 2,868,954 2,868,954 The loans are unsecured, interest-free and repayable on demand by the respective shareholders with the consent of the other. The directors of the Company consider that these liabilities to be non-current. - 124 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 15. DEFERRED TAX 2003 2002 HK$ HK$ Balance at beginning of year 333,700 333,700 Credit for the year - note 7 (303,700) - Balance at end of year 30,000 333,700 The principal component of deferred tax liability calculated at 17.5% (2002: 16%) of the cumulative timing differences comprises accelerated depreciation allowances at the balance sheet date. 16. SHARE CAPITAL Company 2003 2002 HK$ HK$ Authorised: 100 ordinary shares of HK$100 each 10,000 10,000 Issued and fully paid: 2 ordinary shares of HK$100 each 200 200 17. NOTE TO THE CONSOLIDATED CASH FLOW STATEMENT Major non-cash transactions During the year, interim dividends of HK$9,977,661 were settled through the current account with a shareholder. - 125 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 18. OPERATING LEASE ARRANGEMENTS The Group leases certain of its office premises and factory premises under operating lease arrangements for terms ranging from 1 to 5 years. At 31 March 2003, the Group had total future minimum lease payments under non-cancellable operating leases falling due as follows: 2003 2002 HK$ HK$ Within one year 913,500 - In the second to fifth years, inclusive 2,660,000 - 3,573,500 - 19. COMMITMENTS In addition to the operating lease commitments detailed in note 18 above, the Group had the following contracted commitments at the balance sheet date: 2003 2002 HK$ HK$ Purchase of fixed assets 128,181 162,000 Capital contribution payable to a PRC wholly-owned subsidiary 117,000,000 - 117,128,181 162,000 - 126 - THE JOINT VENTURE (NAME WITHHELD AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 31 March 2003 20. COMPARATIVE AMOUNTS As further explained in note 2 to the financial statements, due to the adoption of certain new and revised SSAPs during the current year, the presentation of certain items and balances in the financial statements have been revised to comply with the new requirements. Accordingly, certain comparative amounts have been reclassified to confirm with the current year's presentation. 21. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA The financial statements have been prepared in accordance with accounting principles generally accepted in Hong Kong, which differ in certain significant respects from accounting principles generally accepted in the United States of America. However, the application of generally accepted accounting principles in the United States of America would not have a significant effect on either the operation results of the Group for each of the two years in the period ended 31 March 2003 or the financial position of the Group as of 31 March 2003 and 2002. - 127 -

 Balance at  Charged to  Charged to       
 beginning  cost and  other     Balance at 
 of year  expenses  accounts  Deductions  end of year 
 
 
 
 
 
Year ended March 31, 2004               
Allowance for doubtful accounts        $ 10,000                $ 64,537              $              $ 59,537          $ 15,000 
 
 
 
 
 
Year ended March 31, 2003               
Allowance for doubtful accounts        $ 68,358           $ 10,000         $         $ 68,358     $ 10,000 
 
 
 
 
 
 
Year ended March 31, 2002               
Allowance for doubtful accounts        $ 100,000           $         $         $ 31,642     $ 68,358 
 
 
 
 
 
 
Year ended March 31, 2004               
Allowance for inventory reserve        $ 101,741           $         $         $ 1,741     $ 100,000 
 
 
 
 
 
 
Year ended March 31, 2003               
Allowance for inventory reserve        $ 111,741           $         $         $ 10,000     $ 101,741 
 
 
 
 
 
 
Year ended March 31, 2002               
Allowance for inventory reserve        $ 50,000           $ 61,741         $         $     $ 111,741 
 
 
 
 
 
Year ended March 31, 2002               
Valuation allowance        $ 1,962,028           $         $         $ 113,573     $ 1,848,455 
 
 
 
 
 
Year ended March 31, 2003               
Valuation allowance        $ 1,848,455           $         $         $ 935,759     $ 912,696 
 
 
 
 
 
Year ended March 31, 2004               
Valuation allowance        $ 912,696           $         $ 102,619         $     $ 1,015,315 
 
 
 
 
 

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