8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2003

         PCD INC.          

(Exact name of registrant as specified in its charter)

                   Massachusetts                             0-27744                            04-2604950      
            (State or other Jurisdiction                 (Commission                      (IRS Employer
                    of Incorporation)                         File Number)                   Identification No.)

        2 Technology Drive, Centennial Park, Peabody, MA                                       01960-7977          
      (Address of principal executive offices)                                                 (Zip Code)


Registrant's telephone number, including area code:  978-532-8800

ITEM 9. Regulation FD Disclosure.

On March 21, 2003, PCD Inc. (the "Company" or "PCD") and its domestic subsidiary, Wells-CTI, Inc. (together, the "Debtors") filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Massachusetts (the "Court"). The Debtors remain in possession of their assets and properties, and continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Certain of the subsidiaries of the Company are not debtors (the "Non-Debtors") in this Chapter 11 proceeding. The Debtors as "debtors-in-possession" continue to operate the Non-Debtor businesses under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

PCD Inc. announced on May 2, 2003, that on May 1, 2003, Amphenol Corporation had completed the acquisition of substantially all of the assets and operations of PCD's Industrial/Avionics Division, headquartered in Peabody, MA, for approximately $14 million in cash, plus certain assumed liabilities, subject to further adjustments after the closing of the acquisition under the agreement between the companies.

In a separate announcement on May 7, 2003, PCD announced the completion of the acquisition of PCD's Wells-CTI Division by UMD Technology, Inc., headquartered in Phoenix, AZ, for $2.2 million in cash, plus certain assumed liabilities.

All proceeds from these transactions as well as any additional cash remaining in the Company will be used to pay creditors. The Company will then dissolve. There will be no distribution to shareholders.

On May 15, 2003, the Debtors filed with the Court their required Monthly Operating Statements for the period of March 30, 2003 to April 30, 2003 (the "Monthly Operating Statements") in a form prescribed by the office of the United States Trustee of the United States Department of Justice for the District of Massachusetts (the "United States Trustee"). Exhibit 99.1 to this Current Report contains the text of the Monthly Operating Statement for PCD Inc. filed with the Court. Exhibit 99.2 to this Current Report contains the text of the Monthly Operating Statement of Wells-CTI, Inc. filed with the Court. This Current Report (including the exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

The Company's informational filings with the Court, including the Monthly Operating Statements, are available to the public at the office of the Clerk of the Bankruptcy Court, 1101 O'Neill Federal Building, 10 Causeway Street, Boston, Massachusetts 02222-1074. The Monthly Operating Statements may be available electronically, for a fee, through the Court's Internet web site at http://www.mab.uscourts.gov/ (Cases No. 03-12310 and 03-12309).

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Statements as they were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company or other Debtor, or any other affiliate of the Company. The Monthly Operating Statements were not audited and are in a format prescribed by the office of the United States Trustee. However, in the opinion of the Company's management, the information reflects all adjustments necessary for a fair presentation of the results for the period presented in accordance with generally accepted accounting principles for interim financial statements, except that certain financial information contained in the Monthly Operating Statement for Wells-CTI, Inc. has been presented in accordance with instructions from the United States Trustee and not in accordance with generally accepted accounting principles for interim financial sta tements. A reconciliation of such financial presentation to generally accepted accounting principles is attached hereto as Exhibit 99.3. The Monthly Operating Statements should be read together with the audited consolidated financial statements in the Company's reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Monthly Operating Statements are complete. The Monthly Operating Statements contain unconsolidated information and information for periods which are shorter or otherwise different from those required in the Company's reports pursuant to the Exchange Act.

Certain statements in this Current Report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated in such statements due to a number of factors, including changes arising from the Debtors' Chapter 11 filings and the liquidation and distribution of their remaining assets in bankruptcy.

Additional factors that may affect the Company's business and financial results are also discussed from time to time in our other filings with the Securities and Exchange Commission, including in our Form 10-K for the year ended December 31, 2002. The forward-looking statements contained in this Current Report speak only as of the time the statements were given, and we do not undertake to revise those forward-looking statements to reflect events after the date of this Current Report.

In accordance with general instruction B.2 of Form 8-K, the information in this Current Report (including exhibits) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, as amended or otherwise subject to liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information contained in this Current Report that is required to be disclosed solely by Regulation FD.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits

99.1	Unaudited Monthly Operating Statement of PCD Inc., for the period of March 30, 2003 to April 30, 2003, filed with the United States Bankruptcy Court for the District of Massachusetts.
99.2	Unaudited Monthly Operating Statement of Wells-CTI, Inc., for the period of March 30, 2003 to April 30, 2003, filed with the United States Bankruptcy Court for the District of Massachusetts.
99.3	Reconciliation of Forms OPR 1,2,5 and 6 for Wells-CTI, Inc. from format submitted to U.S. Trustee to GAAP.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PCD INC.
	By:	/s/ JOHN L. DWIGHT, JR. Name: John L. Dwight, Jr. Title: Chairman of the Board, President, and Chief Executive Officer
Date: June 4, 2003

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Monthly Operating Statement of PCD Inc., for the period of March 30, 2003 to April 30, 2003, filed with the United States Bankruptcy Court for the District of Massachusetts.
99.2	Unaudited Monthly Operating Statement of Wells-CTI, Inc., for the period of March 30, 2003 to April 30, 2003, filed with the United States Bankruptcy Court for the District of Massachusetts.
99.3	Reconciliation of Forms OPR 1,2,5 and 6 for Wells-CTI, Inc. from format submitted to U.S. Trustee to GAAP.

EX-1

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF MASSACHUSETTS

CASE NO:

03-12310

IN RE:

PCD INC

JUDGE:

Kenner

CHAPTER 11

DEBTOR(S)

MONTHLY OPERATING REPORT FOR MONTH ENDING

APRIL 30,

2003

COMES NOW,

Debtor-in-possession, and hereby submits its Monthly Operating Report for the period commencing

MARCH 30, 2003

and ending

APRIL 30, 2003

as shown by the report and exhibits consisting

of

9

pages and containing the following, as indicated:

XXXXX

Monthly Reporting Questionnaire (Attachment 1)

XXXXX

Comparative Balance Sheets (Forms OPR-1 & OPR-2)

XXXXX

Summary of Accounts Receivable (Form OPR-3)

XXXXX

Schedule of Post-petition Liabilities (From OPR-4)

XXXXX

Income Statement (Form OPR-5)

XXXXX

Statement of Sources and Uses of Cash (Form OPR-6)

I declare under penalty of perjury that this report and all attachments are true and correct to the best

of my knowledge and belief.

Date:

DEBTOR(S)-IN-POSSESSION

By:

/s/ John J. Sheehan III

(Signature)

(Signature)

Name & Title:

JOHN J. SHEEHAN III

(Print or type)

Address:

2 TECHNOLOGY DRIVE

PEABODY, MA 01960

Telephone No.:

(978) 532-8800

ATTACHMENT 1 (Page 1)

CHAPTER 11

MONTHLY OPERATING REPORT

MONTHLY REPORT QUESTIONNAIRE

CASE NAME:

PCD INC

CASE NUMBER:

03-12310

MONTH OF:

APRIL 2003

1.

Payroll:

State the amount of all executive wages paid and taxes withheld and paid

Name and Title

Wages Paid

Taxes Withheld

of Executive

Gross

Net

Due

Paid

JOHN L. DWIGHT, JR.

20,204.00

8,089.00

10,533.06

10,533.06

JOHN J. SHEEHAN III

12,250.00

8,027.76

3,074.58

3,074.58

JOHN T. DOYLE

13,333.34

9,349.54

2,882.80

2,882.80

TOTAL EXECUTIVE PAYROLL

45,787.34

25,466.30

16,490.44

16,490.44

2.

Insurance:

Is worker's compensation and other insurance in effect?

YES

Are payments

current?

YES

If any policy has lapsed, been replaced or renewed, state so

in the schedule below. Attach a copy of the new policy's binder or cover page.

Date

Carrier

Coverage

Expiration

Premium

Coverage

Type

Name

Amount

Policy #

Date

Amounts

Pd. Thru

Homeowners

Rental Property

Liability

Vehicle

Workers

Compensation

Other

						ATTACHMENT 1 (Page 2)
							REV. 1/92
CHAPTER 11
MONTHLY OPERATING REPORT
MONTHLY REPORT QUESTIONNAIRE
CASE NAME:			PCD INC
CASE NUMBER:			03-12310
MONTH OF:			APRIL 2003
3.	Bank Accounts:		ACCOUNT TYPE
			Operating	Corp	Payroll		Other	Total
	Bank Name		SEE ATTACHED
	Account #
	BEGINNING BOOK BALANCE
	PLUS: Deposits
	LESS: Disbursements
	Other:
	Transfers In (Out)
	ENDING BANK BALANCE
4.	Post-petition payments: List any post-petition payments to professionals and payments on pre-petition debts in the schedule below (attach separate sheet if necessary).
	Payments To/On				Amount		Date	Check #
	Professionals (attorneys,
	accountants, etc.):
		NONE
		Pre-petition debts:

PCD INC
ATTACHMENT TO CHAPTER 11 MONTHLY OPERATING REPORT
FOR THE PERIOD 3/30/03 - 4/30/03
TOTAL COLLECTIONS	1,440,597.65
TOTAL DISBURSEMENTS	1,086,569.84

PCD INC	FORMS OPR-1 & OPR-2
BALANCE SHEET
AS AT APRIL 30, 2003
ASSETS:
Cash & Cash Equivalent		1,910,167
Accounts Receivable - Trade		2,446,393
Accounts Receivable - Other		-
Inventory		2,484,875
Prepaid Expenses		80,895
Total Current Assets		6,922,330
Plant, Property, & Equip. - Gross		12,061,479
Accm/Depr		8,721,950
Total Fixed Assets		3,339,529
Deposits		700
Goodwill & Intangibles		200,556
Other Assets		365,757
Total Other Assets		567,013
TOTAL ASSETS		10,828,872
LIABILITIES & EQUITY
Total Debt		41,584,610
Accounts Payable		1,206,572
Accrued Expenses		2,058,926
Total Current Liab.		44,850,108
Other Liab.		-
Total Liabilities		44,850,108
EQUITY
Common Stock/PIC		(49,465,420)
Beginning R/E		16,661,354
Current Earnings		(1,217,170)
Total Equity		(34,021,236)
TOTAL LIAB. & EQUITY		10,828,872

CASE NAME:		PCD Inc						FORM OPR - 3
					SUMMARY OF ACCOUNTS RECEIVABLE
CASE NUMBER:			03-12310
					MONTH ENDED:	APRIL 2003
						0 - 30	31 - 60	61 - 90		OVER
					TOTAL	DAYS	DAYS	DAYS		90 DAYS
DATE OF FILING:			21-Mar-03
Allowance for doubtful accounts
					-
MONTH:	29-Mar-03				3,038,361	2,378,273	519,961		(23,837)		163,964
Allowance for doubtful accounts					(123,217)
					2,915,144
MONTH:	30-Apr-03				2,570,860	2,388,373	89,575		7,528		85,384
Allowance for doubtful accounts				(124,467)
					2,446,393
MONTH:
Allowance for doubtful accounts
MONTH:
Allowance for doubtful accounts
MONTH:
Allowance for doubtful accounts
MONTH:
Allowance for doubtful accounts

CASE NAME:

PCD Inc

FORM OPR - 4

SCHEDULE OF POST PETITION LIABILITIES

CASE NUMBER:

03-12310

MONTH ENDED:

APRIL 2003

DATE

DATE

TOTAL

0-30

31-60

61-90

OVER

INCURRED

DUE

DUE

DAYS

DAYS

DAYS

90 DAYS

TAXES PAYABLE:

Federal Income Taxes

10,267

FICA - Employer's share

4,896

FICA - Employee's share

4,896

Unemployment Tax

293

State Income Tax - PREPETITION

83,174

State Sales & Use Tax

State Income Tax W/H

2,888

Personal Property Tax

TOTAL TAXES PAYABLE

PREPETITION SECURED DEBT

41,584,610

PREPETITION UNSECURED DEBT

1,275,901

ACCRUED INTEREST PAYABLE

1,447,589

TRADE ACCOUNTS PAYABLE & OTHER:

(list separately*)

Vendor Payables-Post Petition

m/e 4/30

Various

52,372

Accrued Wages - Post Petition

m/e 4/30

5/2/03

33,770

Other Accruals (GAAP)

349,452

TOTALS

44,850,108

*Attach separate page if necessary.

Note: Total post petition liabilities shown here must agree with the same item as shown on Form OPR-2 of this report.

PCD INC	FORM OPR-5
INCOME STATEMENT
FOR THE MONTH OF APRIL 2003
Total Sales	958,199
Cost Of Sales	759,915
Gross Margin	198,284
Selling/General/Administrative	388,729
Operating Profit	(190,445)
Other Exp/(Income)	(7,247)
Interest Exp/(Income)	25,935
Pretax Income/(Loss)	(209,133)
Taxes	-
Net Income/(Loss)	(209,133)

PCD INC			FORM OPR-6
CASH FLOWS
MONTH OF APRIL 2003
SOURCES:
Net Income from Operations		(209,133)
Cash Item - Miscellaneous		-
Depreciation and Amortization		83,004
	TOTAL	(126,129)
APPLICATIONS:
Accounts Receivable		(468,751)
Inventory		58,834
Capital Equipment		19,191
Accounts Payable		50,165
Other Working Capital		(603,070)
	TOTAL	(943,631)
NET CASH FLOW		817,502
BEGINNING CASH		1,092,665
ENDING CASH		1,910,167
OTHER WORKING CAPITAL
Prepaid Assets		(125,615)
Intercompany		(421,516)
Other Assets		(208)
Accrued Expenses/Payroll		(55,731)
	TOTAL	(603,070)

EX-2

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF MASSACHUSETTS

CASE NO:

03-12309

IN RE:

WELLS-CTI, INC

JUDGE:

Kenner

CHAPTER 11

DEBTOR(S)

MONTHLY OPERATING REPORT FOR MONTH ENDING

APRIL 30, 2003

COMES NOW,

Debtor-in-possession, and hereby submits its Monthly Operating Report for the period commencing

MARCH 30, 2003

and ending

APRIL 30, 2003

as shown by the report and exhibits consisting

of

9

pages and containing the following, as indicated:

XXXXX

Monthly Reporting Questionnaire (Attachment 1)

XXXXX

Comparative Balance Sheets (Forms OPR-1 & OPR-2)

XXXXX

Summary of Accounts Receivable (Form OPR-3)

XXXXX

Schedule of Post-petition Liabilities (From OPR-4)

XXXXX

Income Statement (Form OPR-5)

XXXXX

Statement of Sources and Uses of Cash (Form OPR-6)

I declare under penalty of perjury that this report and all attachments are true and correct to the best

of my knowledge and belief.

Date:

DEBTOR(S)-IN-POSSESSION

By:

/s/ John J. Sheehan III

(Signature)

(Signature)

Name & Title:

JOHN J. SHEEHAN III

(Print or type)

Address:

2 TECHNOLOGY DRIVE

PEABODY, MA 01960

Telephone No.:

(978) 532-8800

ATTACHMENT 1 (Page 1)

CHAPTER 11

MONTHLY OPERATING REPORT

MONTHLY REPORT QUESTIONNAIRE

CASE NAME:

WELLS-CTI, INC

CASE NUMBER:

03-12309

MONTH OF:

APRIL 2003

1.

Payroll:

State the amount of all executive wages paid and taxes withheld and paid

Name and Title

Wages Paid

Taxes Withheld

of Executive

Gross

Net

Due

Paid

NONE

TOTAL EXECUTIVE PAYROLL

2.

Insurance:

Is worker's compensation and other insurance in effect?

YES

Are payments

current?

YES

If any policy has lapsed, been replaced or renewed, state so

in the schedule below. Attach a copy of the new policy's binder or cover page.

Date

Carrier

Coverage

Expiration

Premium

Coverage

Type

Name

Amount

Policy #

Date

Amounts

Pd. Thru

Homeowners

Rental Property

Liability

Vehicle

Workers

Compensation

Other

						ATTACHMENT 1 (Page 2)
							REV. 1/92
CHAPTER 11
MONTHLY OPERATING REPORT
MONTHLY REPORT QUESTIONNAIRE
CASE NAME:			WELLS-CTI, INC
CASE NUMBER:			03-12309
MONTH OF:			APRIL 2003
3.	Bank Accounts:		ACCOUNT TYPE
			Operating	Corp	Payroll		Other	Total
	Bank Name		SEE ATTACHED
	Account #
	BEGINNING BOOK BALANCE
	PLUS: Deposits
	LESS: Disbursements
	Other:
	Transfers In (Out)
	ENDING BANK BALANCE
4.	Post-petition payments: List any post-petition payments to professionals and payments on pre-petition debts in the schedule below (attach separate sheet if necessary).
	Payments To/On				Amount		Date	Check #
	Professionals (attorneys,
	accountants, etc.):
		NONE
		Pre-petition debts:

WELLS-CTI, INC
ATTACHMENT TO CHAPTER 11 MONTHLY OPERATING REPORT
FOR THE PERIOD 3/30/03 - 4/30/03
TOTAL COLLECTIONS	938,366.72
TOTAL DISBURSEMENTS	267,640.23

WELLS-CT, INC	FORMS OPR-1 & OPR-2
BALANCE SHEET
AS AT APRIL 30, 2003
ASSETS:
Cash & Cash Equivalent		750
Accounts Receivable - Trade		979,685
Accounts Receivable - Other		-
Inventory		1,462,281
Prepaid Expenses		145,717
Total Current Assets		2,588,433
Plant, Property, & Equip. - Gross		16,201,256
Accm/Depr		12,660,984
Total Fixed Assets		3,540,272
Deposits		33,422
Investments		200,000
Other Assets		-
Total Other Assets		233,422
TOTAL ASSETS		6,362,127
LIABILITIES & EQUITY
Total Debt		43,032,199
Accounts Payable		283,804
Accrued Expenses		327,337
Total Current Liab.		43,643,340
Other Liab.		-
Total Liabilities		43,643,340
EQUITY
Common Stock/PIC		69,873,167
Beginning R/E		(106,806,091)
Current Earnings		(348,289)
Total Equity		(37,281,213)
TOTAL LIAB. & EQUITY		6,362,127

CASE NAME:		WELLS-CTI, INC					FORM OPR - 3
				SUMMARY OF ACCOUNTS RECEIVABLE
CASE NUMBER:			03-12309
				MONTH ENDED:	APRIL 2003
					0 - 30	31 - 60	61 - 90	OVER
				TOTAL	DAYS	DAYS	DAYS	90 DAYS
DATE OF FILING:			21-Mar-03
				1,331,961	773,653	404,886	26,075	127,347
Allowance for doubtful accounts				(60,570)
				1,271,391
MONTH:	29-Mar-03			1,229,962	700,451	379,069	109,671	40,771
Allowance for doubtful accounts				(60,570)
				1,169,392
MONTH:	APRIL 2003			1,018,826	968,503	8,617	26,791	14,915
Allowance for doubtful accounts				(39,141)
				979,685
MONTH:
Allowance for doubtful accounts
MONTH:
Allowance for doubtful accounts
MONTH:
Allowance for doubtful accounts
MONTH:
Allowance for doubtful accounts

CASE NAME:

WELLS-CTI, INC

FORM OPR - 4

SCHEDULE OF POST PETITION LIABILITIES

CASE NUMBER:

03-12309

MONTH ENDED:

APRIL 30, 2003

DATE

DATE

TOTAL

0-30

31-60

61-90

OVER

INCURRED

DUE

DUE

DAYS

DAYS

DAYS

90 DAYS

TAXES PAYABLE:

Federal Income Taxes

649

FICA - Employer's share

722

FICA - Employee's share

722

Unemployment Tax

171

State Income Tax - PREPETITION

142

State Sales & Use Tax

State Income Tax W/H

Personal Property Tax - PREPETITION

52,431

TOTAL TAXES PAYABLE

PREPETITION SECURED DEBT

41,584,610

PREPETITION UNSECURED DEBT

279,373

ACCRUED INTEREST PAYABLE

1,447,589

TRADE ACCOUNTS PAYABLE & OTHER:

(list separately*)

Vendor Payables-Post Petition

m/e 4/30

Various

111,768

Accrued Wages - Post Petition

m/e 4/30

5/2/03

14,781

Other Accruals (GAAP)

150,382

TOTALS

43,643,340

*Attach separate page if necessary.

Note: Total post petition liabilities shown here must agree with the same item as shown on Form OPR-2 of this report.

WELLS-CTI, INC	FORM OPR-5
INCOME STATEMENT
FOR THE MONTH OF APRIL 2003
Total Sales	467,439
Cost Of Sales	317,764
Gross Margin	149,675
Selling/General/Administrative	253,536
Operating Profit	(103,861)
Other Exp/(Income)	(38,693)
Pretax Income/(Loss)	(65,168)
Taxes	-
Net Income/(Loss)	(65,168)

WELLS-CTI, INC			FORM OPR-6
CASH FLOWS
MONTH OF APRIL 2003
SOURCES:
Net Income from Operations		(65,168)
Depreciation and Amortization		132,676
	TOTAL	67,508
APPLICATIONS:
Accounts Receivable		(189,706)
Inventory		18,628
Capital Equipment		1,072
Accounts Payable		(49,452)
Other Working Capital		288,171
	TOTAL	68,713
NET CASH FLOW		(1,205)
BEGINNING CASH		1,955
ENDING CASH		750
OTHER WORKING CAPITAL
Prepaid Assets		22,497
Intercompany		174,201
Other Assets		-
Accrued Expenses/Payroll		91,473
	TOTAL	288,171

EX-3

				EXHIBIT 99.3
WELLS-CTI, INC				RECONCILIATION OF US TRUSTEE FORMAT TO GAAP
FORMS OPR-1 & OPR-2
BALANCE SHEET
AS AT APRIL 30, 2003
						AS REPORTED TO US TRUSTEE			U.S. GAAP ADJUSTMENTS			U.S. GAAP ADJUSTED
ASSETS:  Cash & Cash Equivalent  Accounts Receivable - Trade  Inventory  Prepaid Expenses      Total Current Assets  Plant, Property, & Equip. - Gross  Accm/Depr      Total Fixed Assets  Deposits  Investments & Intraco.  Other Assets      Total Other Assets           TOTAL ASSETS						750  979,685  1,462,281       145,717  2,588,433  16,201,256  12,660,984  3,540,272  33,422  200,000                      -        233,422     6,362,127			(319,876) (16,162,207) 12,659,683  (63,746) 1,544,270                                 (2,331,876)			750  979,685  1,142,405       145,717  2,268,557  39,049          1,301  37,748  (30,324) 1,754,270                  -     1,723,946    4,030,251
LIABILITIES & EQUITY:  Total Debt  Accounts Payable  Accrued Expenses       Total Current Liab. Other Liab.  Long Term Debt      Total Liabilities						43,032,199  283,804        327,337  43,643,340  - -                      -  43,643,340			(43,032,199)			- -  283,804       327,337  611,141  - -                     -  611,141
EQUITY  Common Stock/PIC  Currency Translation Adj.  Beginning R/E  Current Earnings      Total Equity						69,873,167  - -  (106,806,091)         (348,289)   (37,281,213)			44,586,469  (4,415,161) 529,015			114,459,636 - -   (111,221,252)          180,726        3,419,110
TOTAL LIAB. & EQUITY						6,362,127			(2,331,876)			4,030,251
WELLS-CTI, INC			RECONCILIATION OF US TRUSTEE FORMAT TO GAAP
FORM OPR-5
INCOME STATEMENT
FOR THE MONTH OF APRIL 2003
			AS REPORTED TO US TRUSTEE				U.S. GAAP ADJUSTMENTS			U.S. GAAP ADJUSTED
Total Sales			467,439							467,439
Cost Of Sales			317,764				(132,501)			185,263
Gross Margin			149,675				132,501			282,176
Selling/General/Administrative			253,536							253,536
Operating Profit			(103,861)				132,501			28,640
Other Exp/(Income)			(38,693)							(38,693)
Pretax Income/(Loss)			(65,168)				132,501			67,333
Taxes			-				-			-
Net Income/(Loss)			(65,168)				132,501			67,333
WELLS-CTI - USA		RECONCILIATION OF US TRUSTEE FORMAT TO GAAP
FORM OPR-6
DIVISIONAL CASH FLOWS
APRIL 2003
					AS REPORTED			U.S. GAAP			U.S. GAAP
					TO US TRUSTEE			ADJUSTMENTS			ADJUSTED
SOURCES:
Net Income from Operations					(65,168)			132,501			67,333
Depreciation and Amortization					132,676			(132,501)			175
	TOTAL				67,508			-			67,508
APPLICATIONS:
Accounts Receivable					(189,706)			-			(189,706)
Inventory					18,628			-			18,628
Capital Equipment					1,072			-			1,072
Accounts Payable					(49,452)			-			(49,452)
Other Working Capital					288,171			-			288,171
	TOTAL				68,713			-			68,713
NET CASH FLOW					(1,205)			-			(1,205)
BEGINNING CASH					1,955			-			1,955
ENDING CASH					750			-			750
OTHER WORKING CAPITAL
Prepaid Assets					22,497			-			22,497
Intercompany					174,201			-			174,201
Other Assets					-			-			-
Accrued Expenses/Payroll					91,473			-			91,473
	TOTAL				288,171			-			288,171