8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 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.

On April 15, 2003, the Debtors filed with the Court their required Monthly Operating Statements for the period of February 23, 2003 to March 29, 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).

In connection with PCD's Chapter 11 filing, PCD has entered into definitive agreements to sell the assets of its two business divisions. Assuming approval of PCD's reorganization plan by the Court and consummation of the transactions, PCD will sell its Industrial/Avionics Division, headquartered in Peabody, MA, and focused on control interconnects and terminal blocks, to Amphenol Corporation for $14 million, less assumed liabilities. The Wells-CTI Division, headquartered in Phoenix, AZ, which supplies advanced design burn-in sockets to the semiconductor testing industry, will be sold to UMD Technology, Inc., for approximately $2 million plus assumed liabilities. On April 7, 2003, the Debtors filed a plan of reorganization which provides for liquidation and payment to creditors. The Debtors are currently awaiting Court approval of that plan, under which PCD stockholders will not receive any payment from the proceeds of the liquidation.

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 February 23, 2003 to March 29, 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 February 23, 2003 to March 29, 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: May 5, 2003

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Monthly Operating Statement of PCD Inc., for the period of February 23, 2003 to March 29, 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 February 23, 2003 to March 29, 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

MARCH 29,

2003

COMES NOW,

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

FEB 23, 2003

and ending

MARCH 29, 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:

15-Apr-03

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:

MARCH 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.

20,250.00

8,128.27

10,576.57

10,576.57

JOHN J. SHEEHAN III

12,250.00

8,027.78

3,074.56

3,074.56

JOHN T. DOYLE

13,333.34

9,349.54

2,882.80

2,882.80

TOTAL EXECUTIVE PAYROLL

45,833.34

25,505.59

16,533.93

16,533.93

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:			MARCH 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 3/22/03 - 3/29/03
TOTAL COLLECTIONS	364,187.50
TOTAL DISBURSEMENTS	200,063.80

PCD INC	FORMS OPR-1 & OPR-2
BALANCE SHEET
AS AT MARCH 29, 2003
ASSETS:
Cash & Cash Equivlent		1,092,665
Accounts Receivable - Trade		2,915,144
Accounts Receivable - Other		-
Inventory		2,426,041
Prepaid Expenses		206,510
Total Current Assets		6,640,360
Plant, Property, & Equip. - Gross		12,042,288
Accm/Depr		8,638,946
Total Fixed Assets		3,403,342
Deposits		700
Goodwill & Intangibles		200,556
Other Assets		365,967
Total Other Assets		567,223
TOTAL ASSETS		10,610,925
LIABILITIES & EQUITY
Total Debt		41,584,610
Accounts Payable		1,256,737
Accrued Expenses		2,003,196
Total Current Liab.		44,844,543
Other Liab.		-
Total Liabilities		44,844,543
EQUITY
Common Stock/PIC		(49,886,934)
Beginning R/E		16,661,354
Current Earnings		(1,008,038)
Total Equity		(34,233,618)
TOTAL LIAB. & EQUITY		10,610,925

CASE NAME:		PCD Inc					FORM OPR - 3
				SUMMARY OF ACCOUNTS RECEIVABLE
CASE NUMBER:			03-12310
				MONTH ENDED:	Mar-03
					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:
Allowance for doubtful accounts
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:			MARCH 2003
				DATE		DATE	TOTAL	0-30	31-60	61-90	OVER
				INCURRED		DUE	DUE	DAYS	DAYS	DAYS	90 DAYS
TAXES PAYABLE:
	Federal Income Taxes						20,572
	FICA - Employer's share						10,700
	FICA - Employee's share						10,700
	Unemployment Tax						1,137
	State Income Tax - PREPETITION						83,174
	State Sales & Use Tax
	State Income Tax W/H						6,359
	Personal Property Tax
		TOTAL TAXES PAYABLE
PREPETITION SECURED DEBT							41,584,610
PREPETITION UNSECURED DEBT							1,349,058
ACCRUED INTEREST PAYABLE							1,447,589
TRADE ACCOUNTS PAYABLE & OTHER:
	(list separately*)
	Vendor Payables-Post Petition				w/e 3/29	Various	135,986
	Accrued Wages - Post Petition				w/e 3/29	3/31/03	128,415
	Other Accruals (GAAP)						66,243
	TOTALS						44,844,543
*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 MARCH 2003
Total Sales	2,000,229
Cost Of Sales	1,221,676
Gross Margin	778,553
Selling/General/Administrative	718,668
Operating Profit	59,885
Other Exp/(Income)	(10,922)
Interest Exp/(Income)	274,668
Pretax Income/(Loss)	(203,861)
Taxes	-
Net Income/(Loss)	(203,861)

PCD INC			FORM OPR-6
CASH FLOWS
MONTH OF MARCH 2003
SOURCES:
Net Income from Operations		(203,861)
Cash Item - Miscellaneous		86,698
Depreciation and Amortization		146,295
	TOTAL	29,132
APPLICATIONS:
Accounts Receivable		783,621
Inventory		(147,253)
Capital Equipment		15,398
Reduction in Debt		(700,000)
Accounts Payable		(428,070)
Other Working Capital		543,663
	TOTAL	67,359
NET CASH FLOW		(38,227)
BEGINNING CASH		1,130,892
ENDING CASH		1,092,665
OTHER WORKING CAPITAL
Prepaid Assets		4,105
Intercompany		522,186
Accrued Expenses/Payroll		17,372
	TOTAL	543,663

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

MARCH 29, 2003

COMES NOW,

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

FEB 23, 2003

and ending

MARCH 29, 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:

15-Apr-03

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:

MARCH 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

JEFFREY A. FARNSWORTH

22,779.00

18,013.56

3,939.29

3,939.29

TOTAL EXECUTIVE PAYROLL

22,779.00

18,013.56

3,939.29

3,939.29

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:			MARCH 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 3/22/03 - 3/29/03
TOTAL COLLECTIONS	276,474.56
TOTAL DISBURSEMENTS	90,784.10

WELLS-CT, INC	FORMS OPR-1 & OPR-2
BALANCE SHEET
AS AT MARCH 29, 2003
ASSETS:
Cash & Cash Equivlent		1,955
Accounts Receivable - Trade		1,169,391
Accounts Receivable - Other		-
Inventory		1,443,653
Prepaid Expenses		123,220
Total Current Assets		2,738,219
Plant, Property, & Equip. - Gross		16,200,184
Accm/Depr		12,528,308
Total Fixed Assets		3,671,876
Deposits		33,422
Investments		200,000
Other Assets		-
Total Other Assets		233,422
TOTAL ASSETS		6,643,517
LIABILITIES & EQUITY
Total Debt		41,584,610
Accounts Payable		234,350
Accrued Expenses		1,756,174
Total Current Liab.		43,575,134
Other Liab.		-
Total Liabilities		43,575,134
EQUITY
Common Stock/PIC		70,157,595
Beginning R/E		(106,806,091)
Current Earnings		(283,121)
Total Equity		(36,931,617)
TOTAL LIAB. & EQUITY		6,643,517

CASE NAME:		WELLS-CTI, INC					FORM OPR - 3
				SUMMARY OF ACCOUNTS RECEIVABLE
CASE NUMBER:			03-12309
				MONTH ENDED:	Mar-03
					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:
Allowance for doubtful accounts
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:

MARCH 2003

DATE

DATE

TOTAL

0-30

31-60

61-90

OVER

INCURRED

DUE

DUE

DAYS

DAYS

DAYS

90 DAYS

TAXES PAYABLE:

Federal Income Taxes

6,872

FICA - Employer's share

5,144

FICA - Employee's share

5,144

Unemployment Tax

8

State Income Tax - PREPETITION

1,533

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

331,081

ACCRUED INTEREST PAYABLE

1,447,589

TRADE ACCOUNTS PAYABLE & OTHER:

(list separately*)

Vendor Payables-Post Petition

w/e 3/29

Various

57,510

Accrued Wages - Post Petition

w/e 3/29

3/31/03

17,797

Other Accruals (GAAP)

65,415

TOTALS

43,575,134

*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 MARCH 2003
Total Sales	706,347
Cost Of Sales	444,289
Gross Margin	262,058
Selling/General/Administrative	290,669
Operating Profit	(28,611)
Other Exp/(Income)	(47,752)
Pretax Income/(Loss)	19,141
Taxes	-
Net Income/(Loss)	19,141

WELLS-CTI, INC			FORM OPR-6
CASH FLOWS
MONTH OF MARCH 2003
SOURCES:
Net Income from Operations		19,141
Depreciation and Amortization		132,407
	TOTAL	151,548
APPLICATIONS:
Accounts Receivable		127,978
Inventory		(69,399)
Capital Equipment		36,566
Accounts Payable		(54,634)
Other Working Capital		138,728
	TOTAL	179,238
NET CASH FLOW		(27,690)
BEGINNING CASH		29,645
ENDING CASH		1,955
OTHER WORKING CAPITAL
Prepaid Assets		14,474
Intercompany		(313,359)
Other Assets		(34,886)
Accrued Expenses/Payroll		472,499
	TOTAL	138,728

EX-3

				EXHIBIT 99.3
WELLS-CTI, INC				RECONCILIATION OF US TRUSTEE FORMAT TO GAAP
FORMS OPR-1 & OPR-2
BALANCE SHEET
AS AT MARCH 29, 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						1,955  1,169,391  1,443,653       123,220  2,738,219  16,200,184  12,528,308  3,671,876  33,422  200,000                      -        233,422     6,643,517			(319,876) (16,162,207) 12,527,182  (63,746) 1,801,583                                 (2,217,064)			1,955  1,169,391  1,123, 777       123,220  2,418,343  37,977          1,126  36,851  (30,324) 2,001,583                  -     1,971,259    4,426,453
LIABILITIES & EQUITY:  Total Debt  Accounts Payable  Accrued Expenses       Total Current Liab. Other Liab.  Long Term Debt      Total Liabilities						41,584,610  234,350      1,756,174  43,575,134  - -                      -  43,575,134			(41,584,610)			- -  234,350    1,756,174  1,990,524  - -                     -  1,990,524
EQUITY  Common Stock/PIC  Currency Translation Adj.  Beginning R/E  Current Earnings      Total Equity						70,157,595  - -  (106,806,091)         (283,121)   (36,931,617)			43,386,193  (4,415,161) 396,514			113,543,788  - -   (111,221,252)          113,393        2,435,929
TOTAL LIAB. & EQUITY						6,643,517			(2,217,064)			4,426,453
WELLS-CTI, INC			RECONCILIATION OF US TRUSTEE FORMAT TO GAAP
FORM OPR-5
INCOME STATEMENT
FOR THE MONTH OF MARCH 2003
			AS REPORTED TO US TRUSTEE				U.S. GAAP ADJUSTMENTS			U.S. GAAP ADJUSTED
Total Sales			706,347							706,347
Cost Of Sales			444,289				(132,032)			312,257
Gross Margin			262,058				132,032			394,090
Selling/General/Administrative			290,669							290,669
Operating Profit			(28,611)				132,032			103,421
Other Exp/(Income)			(47,752)							(47,752)
Pretax Income/(Loss)			19,141				132,032			151,173
Taxes			-				-			-
Net Income/(Loss)			19,141				132,032			151,173
WELLS-CTI - USA		RECONCILIATION OF US TRUSTEE FORMAT TO GAAP
FORM OPR-6
DIVISIONAL CASH FLOWS
MARCH 2003
					AS REPORTED			U.S. GAAP			U.S. GAAP
					TO US TRUSTEE			ADJUSTMENTS			ADJUSTED
SOURCES:
Net Income from Operations					19,141			132,032			151,173
Borrowed Funds					-			-			-
Troubled Debt Restructuring					-			-			-
IRS Refund					-			-			-
Goodwill Impairment					-			-			-
Cash Item - Miscellaneous					-			-			-
Depreciation and Amortization					132,407			(132,032)			375
Deferred Income Taxes					-			-			-
	TOTAL				151,548			-			151,548
APPLICATIONS:
Accounts Receivable					127,978			-			127,978
Inventory					(69,399)			-			(69,399)
Capital Equipment					36,565			-			36,565
Reduction in Debt					-			-			-
Bank Fees					-			-			-
Accounts Payable					(54,634)			-			(54,634)
Other Working Capital					138,728			-			138,728
	TOTAL				179,238			-			179,238
NET CASH FLOW					(27,690)			-			(27,690)
BEGINNING CASH					29,645			-			29,645
ENDING CASH					1,955			-			1,955
OTHER WORKING CAPITAL
Prepaid Assets					14,474			-			14,474
Intercompany					(313,359)			-			(313,359)
Other Assets					(34,886)			-			(34,886)
Accrued Expenses/Payroll					472,499			-			472,499
	TOTAL				138,728			-			138,728