10QSB

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

FORM 10-QSB

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

For the quarterly period ended March 31, 2008

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

For the transition period from _____ to _____ .

Commission File No. 0-147

HICKOK INCORPORATED
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)

 

Ohio	34-0288470
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
10514 Dupont Avenue, Cleveland, Ohio	44108
(Address of principal executive offices)	(Zip Code)
(Issuer's telephone number)	(216) 541-8060

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes X No___

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No_X_

As of May 9, 2008:  786,229 Hickok Incorporated Class A Common Shares and 454,866 Class B Common Shares were outstanding.

Transitional Small Business Disclosure Format (Check one):  Yes___No X

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:

HICKOK INCORPORATED
CONSOLIDATED INCOME STATEMENTS
(Unaudited)

Three months ended
March 31, Six months ended
March 31,

	2008	2007	2008	2007
Net Sales
Product Sales	$1,536,592	$1,368,202	$8,664,848	$3,406,437
Service Sales	162,876	172,750	276,032	326,145
Total Net Sales	1,699,468	1,540,952	8,940,880	3,732,582
Costs and Expenses
Cost of Product Sold	1,076,347	973,984	4,900,003	2,243,845
Cost of Service Sold	185,037	179,694	288,714	343,967
Product Development	507,033	511,092	971,763	974,480
Marketing and Administrative  Expenses	712,380	1,016,460	1,825,563	1,930,592
Interest Charges	3,004	-	6,790	1,792
Other Income	<37,477>	<16,162>	<58,986>	<69,097>
Total Costs and Expenses	2,446,324	2,665,068	7,933,847	5,425,579
Income <Loss> before Provision for Income Taxes	<746,856>	<1,124,116>	1,007,033	<1,692,997>
Provision for (Recovery of) Income Taxes	<272,400>	<382,700>	372,600	<575,700>
Income (Loss) before cumulative effect of change in accounting principle	<474,456>	<741,416>	634,433	<1,117,297>
Cumulative effect of change in accounting for stock based compensation, net of tax of $8,000	-	-	-	14,863
Net Income <Loss>	$<474,456>	$<741,416>	$634,433	$<1,132,160>
Earnings per Common Share:
Income (Loss) before cumulative effect of change in accounting principle	$<.38>	$<.61>	$.51	$<.92>
Cumulative effect of change in accounting for stock based compensation	-	-	-	<.01>
Net Income <Loss>	$<.38>	$<.61>	$.51	$<.93>
Earnings per Common Share Assuming Dilution:
Income (Loss) before cumulative effect of change in accounting principle	$<.38>	$<.61>	$.49	$<.92>
Cumulative effect of change in accounting for stock based compensation	-	-	-	<.01>
Net Income <Loss>	$<.38>	$<.61>	$.49	$<.93>
Dividends per Common Share	$-0-	$.10	$-0-	$.10

See Notes to Consolidated Financial Statements

HICKOK INCORPORATED
CONSOLIDATED BALANCE SHEET

	March 31, 2008 (Unaudited)	September 30, 2007 (Note)	March 31, 2007 (Unaudited)
Assets
Current Assets
Cash and Cash Equivalents	$3,356,582	$601,979	$539,350
Short-term Investments	-	-	926,014
Trade Accounts Receivable-Net	1,008,473	4,623,055	641,229
Inventories	2,813,943	4,585,552	3,396,088
Deferred Income Taxes	354,900	354,900	519,700
Prepaid Expenses	183,215	79,019	154,141
Total Current Assets	7,717,113	10,244,505	6,176,522
Property, Plant and Equipment
Land	233,479	233,479	229,089
Buildings	1,461,892	1,461,892	1,492,161
Machinery and Equipment	2,565,601	2,524,296	2,695,990
	4,260,972	4,219,667	4,417,240
Less: Allowance for Depreciation	3,512,985	3,402,339	3,538,482
Total Property - Net	747,987	817,328	878,758
Other Assets
Deferred Income Taxes	1,317,707	1,690,307	2,149,100
Deposits	1,750	1,750	1,750
Total Other Assets	1,319,457	1,692,057	2,150,850
Total Assets	$9,784,557	$12,753,890	$9,206,130

Note: Amounts derived from audited financial statements previously filed with the Securities and Exchange Commission.

See Notes to Consolidated Financial Statements

	March 31, 2008 (Unaudited)	September 30, 2007 (Note)	March 31, 2007 (Unaudited)
Liabilities and Stockholders' Equity
Current Liabilities
Short-term Financing	$-	$1,947,700	$-
Trade Accounts Payable	110,333	1,888,687	219,581
Accrued Payroll & Related Expenses	361,214	275,858	605,713
Accrued Expenses	55,405	110,543	187,589
Accrued Taxes Other Than Income	35,481	71,885	30,465
Accrued Income Taxes	<6,000>	-	106,593
Total Current Liabilities	556,433	4,294,673	1,149,941
Stockholders' Equity
Class A, $1.00 par value; authorized 3,750,000 shares; 786,229 shares outstanding (766,779, September 30, 2007 and 756,379, March 31, 2007)excluding 15,795 shares in treasury (15,795, September 30, 2007 and 15,795, March 31, 2007)	786,229	766,779	756,379
Class B, $1.00 par value; authorized 1,000,000 shares; 454,866 shares outstanding excluding 20,667 shares in treasury	454,866	454,866	454,866
Accumulated Comprehensive Income (net of tax)	-	-	129,366
Contributed Capital	1,114,875	999,851	960,605
Retained Earnings	6,872,154	6,237,721	5,754,973
Total Stockholders' Equity	9,228,124	8,459,217	8,056,189
Total Liabilities and Stockholders' Equity	$9,784,557	$12,753,890	$9,206,130

HICKOK INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31,
(Unaudited)

	2008	2007
Cash Flows from Operating Activities:
Cash received from customers	$12,555,462	$7,473,736
Cash paid to suppliers and employees	<7,954,306>	<5,385,878>
Interest paid	<22,373>	<9,231>
Interest received	41,936	21,856
Income taxes <paid> refunded	<6,000>	<39,000>
Net Cash Provided By <Used In> Operating Activities	4,614,719	2,061,483
Cash Flows from Investing Activities:
Capital expenditures	<41,305>	<114,372>
Proceeds on sale of assets	2,000	-
Net Cash Provided By <Used In> Investing Activities	<39,305>	<114,372>
Cash Flows from Financing Activities:
Increase <decrease> in short-term financing	<1,947,700>	<1,348,000>
Dividends paid	-	<121,124>
Sale of Class A shares under option	126,889	-
Net Cash Provided By <Used In> Financing Activities	<1,820,811>	<1,469,124>
Net increase <decrease> in cash and cash equivalents	2,754,603	477,987
Cash and cash equivalents at beginning of year	601,979	61,363
Cash and cash equivalents at end of second quarter	$3,356,582	$539,350
See Notes to Consolidated Financial Statements
	2008	2007
Reconciliation of Net Income <Loss> to Net Cash Provided By <Used In> Operating Activities:
Net Income <Loss>	$634,433	$<1,132,160>
Adjustments to reconcile Net Income <Loss> to net cash provided by operating activities:
Depreciation	110,646	126,035
Dividends reinvested	-	<40,119>
Gain on disposal of assets	<2,000>	-
Share-based compensation expense	7,585	29,339
Deferred income taxes	372,600	<583,700>
Changes in assets and liabilities:
Decrease <Increase> in accounts receivable	3,614,582	3,741,154
Decrease <Increase> in inventories	1,771,609	366,986
Decrease <Increase> in prepaid expenses	<104,196>	<92,392>
Increase <Decrease> in accounts payable	<1,778,354>	<145,121>
Increase <Decrease> in accrued payroll and related expenses	85,356	<60,340>
Increase <Decrease> in accrued expenses and accrued taxes other than income	<91,542>	<121,699>
Increase <Decrease> in accrued income taxes	<6,000>	<26,500>
Total Adjustments	3,980,286	3,193,643
Net Cash Provided By <Used In> Operating Activities	$4,614,719	$2,061,483

HICKOK INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2008

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month and six month periods ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ended September 30, 2008. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended September 30, 2007.

2. Short-term Investments and Comprehensive Income

Investments are comprised of marketable securities in the form of mutual funds. Marketable securities are classified as available-for-sale and are recorded at their fair market value. Unrealized gains or losses resulting from changes in fair value are recorded as a component of comprehensive income (loss). During fiscal 2007 all short-term investments were sold. Short-term investments are as follows:

	March 31, 2008	September 30, 2007	March 31, 2007
Fair market value Mutual funds	$-	$-	$926,014
Less Cost	-	-	729,948
Gross unrealized gains <losses> on short-term investments	-	-	196,066
Deferred income taxes	-	-	66,700
Accumulated comprehensive income (net of tax)	$-	$-	$129,366
Gains <Losses>:
Gross unrealized gains	$-	$-	$196,066
Gross unrealized losses	-	-	-
	$-	$-	$196,066

The following table sets forth the computation of comprehensive income:

Three Months Ended
March 31, Six Months Ended
March 31,

	2008	2007	2008	2007
Net Income <Loss>	$<474,456>	$<741,416>	$634,433	$<1,132,160>
Unrealized gain <loss> on investments (net of tax)	-	10,764	-	24,497
Reclassification adjustment for <gain> loss included in net earnings (net of tax)	-	-	-	-
Comprehensive Income <Loss>	$<474,456>	$<730,652>	$634,433	$<1,107,663>
Gains <Losses>:
Gross realized gains	$-	$-	$-	$-
Gross realized losses	-	-	-	-

3. Inventories

Inventories are valued at the lower of cost or market and consist of the following:

	March 31, 2008	September 30, 2007	March 31, 2007
Components	$1,914,804	$2,801,869	$2,119,636
Work-in-Process	344,920	1,260,911	594,432
Finished Product	554,219	522,772	682,020
	$2,813,943	$4,585,552	$3,396,088

The above amounts are net of reserve for obsolete inventory in the amount of $550,629, $472,000 and $747,034 for the periods ended March 31, 2008, September 30, 2007 and March 31, 2007 respectively.

4. Short-term Financing

The Company has a credit agreement with its financial lender that provides for a secured revolving credit facility of $2,500,000 with interest generally equal to two and one half percent per annum plus one month LIBOR. The agreement was extended and will expire in February 2010. The agreement is secured by the Company's accounts receivable, inventory, equipment and general intangibles. The credit agreementcontains affirmative covenant requirements, tested on an annual basis, that require the Company to maintain a tangible net worth of $8,000,000 and a pre-tax interest coverage ratio of not less than 3.0 to 1.0. In addition, a borrowing base addendum generally allows for borrowing based on an amount equal to eighty five percent of eligible receivables, plus an amount equal to the lesser of either forty percent of eligible inventory or $1,000,000. The Company is in compliance with both loan covenants at March 31, 2008. The revolving credit facility is subject to a review by the Company's lender in 2010. The Company had no outstanding borrowings under this loan facility at March 31, 2008.

5. Capital Stock, Treasury Stock, Contributed Capital and Stock Options

Under the Company's Key Employees Stock Option Plans (collectively the "Employee Plans"), incentive stock options, in general, are exercisable for up to ten years, at an exercise price of not less than the market price on the date the option is granted. Non-qualified stock options may be granted at such exercise price and such other terms and conditions as the Compensation Committee of the Board of Directors may determine. No options may be granted at a price less than $2.925. Options for 73,400 Class A shares were outstanding at March 31, 2008 (93,150 shares at September 30, 2007 and 103,550 shares at March 31, 2007) at prices ranging from $3.125 to $10.50 per share. Options for 14,450 shares at prices ranging from $3.125 to $10.50 per share were exercised during the three month period ended December 31, 2007. In addition, options for 5,300 shares expired during the three month period ended December 31, 2007, at a price of $10.50 per share.No other options were granted, exercised or canceled or expired during the three or six month periods presented under the Employee Plans. All options granted under the Employee Plans are exercisable at March 31, 2008.

The Company's Outside Directors Stock Option Plans (collectively the "Directors Plans"), have provided for the automatic grant of options to purchase up to 51,000 shares of Class A Common Stock to members of the Board of Directors who are not employees of the Company, at the fair market value on the date of grant.Options for 51,000 Class A shares were outstanding at March 31, 2008 (51,000 shares at September 30, 2007 and 51,000 shares at March 31, 2007) at prices ranging from $3.55 to $12.25 per share.Options for 6,000 shares were granted under the Directors Plans during each of the three month periods ended March 31, 2008 and March 31, 2007, at a price of $11.00 and $10.50 per share respectively. Options for 3,000 shares at prices ranging from $3.55 to $4.25 were exercised during the three month period ended March 31, 2008. In addition, options for 3,000 shares expired during the three month periods ended March 31, 2008 and March 31, 2007 at $12.25 and $8.50 per share respectively. All outstanding options under the Directors Plans become fully exercisable on February 21, 2011.

The following is a summary of the range of exercise prices for stock options outstanding and exercisable under the Employee Plans and the Directors Plans at March 31, 2008:

Employee Plans	Outstanding Stock Options Exercisable	Weighted Average  Share Price	Weighted Average Remaining Life
Range of exercise prices:
$3.13 - 5.00	62,600	$3.79	2.6
$7.13	10,800	$7.13	.8
	73,400	$4.28

Directors Plans	Outstanding Stock Options	Weighted Average  Share Price	Weighted Average Remaining Life	Number of Stock Options  Exercisable	Weighted Average Share Price
Range of exercise prices:
$3.55 - 5.25	19,000	$4.27	5.3	17,000	$4.15
$6.45 - 8.50	20,000	$7.30	4.6	20,000	$7.30
$10.50 - 11.00	12,000	$10.75	9.5	2,000	$10.50
	51,000	$6.98		39,000	$6.09

On October 1, 2006, the Company adopted Statement of Financial Standards SFAS No. 123(R), Share-Based Payment, under the modified prospective method for its stock options for both employees and non-employee Directors.The Company previously accounted for stock-based compensation plans under the disclosure only provisions of SFAS 123, which allowed the Company to continue to measure compensation costs for those plans using the intrinsic value-based method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees".

Compensation cost for fixed based awards are measured at the grant date, and the Company uses the Black-Scholes option pricing model to determine the fair value estimates for recognizing the cost of employee and director services received in exchange for an award of equity instruments. The Black-Scholes option pricing model requires the use of subjective assumptions which can materially affect the fair value estimates.Employee stock options are immediately exercisable while Director's stock options are exercisable over a three year period. The fair value of stock option grants to Directors is amortized over the three year vesting period. During the three and the six month periods ended March 31, 2008 and 2007 respectively $4,122 and $7,585; $3,463 and $6,476 was expensed as share-based compensation.The following weighted-average assumptions were used in the option pricing model for the three and six month periods ended March 31, 2008 and 2007 respectively: a risk free interest rate of 5.5% and 6.0%; an expected life of 10 and 10 years; an expected dividend yield of 1.1% and 1.9%; and a volatility factor of .37 and .37.

Unissued shares of Class A common stock (579,266 shares) are reserved for the share-for-share conversion rights of the Class B common stock and stock options under the Employee Plans and the Directors Plans.

6. Recently Issued Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes. The Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted the provisions of Interpretation No. 48 effective October 1, 2007. The Company did not incur any material impact to its financial condition or results of operations due to the adoption of Interpretation No. 48.

In September 2006,the Financial Accounting Standards Board issued SFAS No. 157,Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. The Company will adopt this pronouncement effective October 1, 2008. The Company does not anticipate any material impact to its financial condition or results of operations due to the adoption of SFAS No. 157.

In February 2007, the Financial Accounting Standards Board issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities - Including and Amendment of FASB Statement No. 115. This statement permits an entity to choose to measure many financial instruments and certain other items at fair value. The fair value option established by SFAS No. 159 permits entities to choose to measure eligible items at fair value at specified election dates. Unrealized gains and losses on items for which the fair value option has been elected are to be recognized in earnings at each subsequent reporting date. The Company will adopt this pronouncement effective October 1, 2008. The Company does not anticipate any material impact to its financial condition or results of operations due to the adoption of SFAS No. 159.

In September 2006, the SEC staff issued Staff Accounting Bulletin Topic 1N, Financial Statements - Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides guidance on how prior year misstatements should be evaluated when determining the materiality of misstatements in the current year financial statements. SAB 108 requires materiality to be determined by considering the effect of prior year misstatements on both the current year balance sheet and income statement, with consideration of their carryover and reversing effects. SAB 108 also addresses how to correct material misstatements. The Company adopted the provisions of this bulletin effective October 1, 2007. The Company did not incur any material impact to its financial condition or results of operations due to the adoption of SAB 108.

7. Earnings per Common Share

Earnings per common share are based on the provisions of FAS Statement No. 128, "Earnings per Share." Accordingly, the adoption of this statement did not affect the Company's results of operations, financial position or liquidity. The effects of applying FAS No. 128 on earnings per share and required reconciliations are as follows:

Three Months Ended
March 31, Six Months Ended
March 31,

	2008	2007	2008	2007
Basic Income <Loss> per Share
Income <Loss> available to common stockholders	$<474,456>	$<741,416>	$634,433	$<1,132,160>
Shares denominator	1,239,203	1,211,245	1,232,786	1,211,245
Per share amount	$<.38>	$<.61>	$.51	$<.93>
Effect of Dilutive Securities
Average shares outstanding	1,239,203	1,211,245	1,232,786	1,211,245
Stock options	-	-	62,584	-
	1,239,203	1,211,245	1,295,370	1,211,245
Diluted Income <Loss> per Share
Income <Loss> available to common stockholders	$<474,456>	$<741,416>	$634,433	$<1,132,160>
Per share amount	$<.38>	$<.61>	$.49	$<.93>

Options to purchase 124,400 and 154,550 shares of common stock during the second quarter of fiscal 2008 and the second quarter of fiscal 2007, respectively, at prices ranging from $3.125 to $12.25 per share were outstanding but were not included in the computation of diluted earnings per share because the option's effect was antidilutive or the exercise price was greater than the average market price of the common share. During the first six month period of fiscal 2008 and the first six month period of fiscal 2007 options to purchase -0- and 154,550 shares of common stock, respectively, at prices ranging from $3.125 to $12.25 per share were outstanding but were not included in the computation of diluted earnings per share because the options's effect was antidilutive or the exercise price was greater than the average market price of the common shares.

8. Segment and Related Information

The Company adopted SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, which changes the way the Company reports the information about its operating segments.

The Company's four business units have a common management team and infrastructure that offer different products and services. The business units have been aggregated into two reportable segments: 1.) indicators and gauges and 2.) automotive related diagnostic tools and equipment.

Indicators and Gauges
This segment consists of products manufactured and sold primarily to companies in the aircraft and locomotive industry. Within the aircraft market, the primary customers are those companies that manufacture or service business and pleasure aircraft. Within the locomotive market, indicators and gauges are sold to both original equipment manufacturers and to operators of railroad equipment.

Automotive Diagnostic Tools and Equipment
This segment consists primarily of products designed and manufactured to support the testing or servicing of automotive systems using electronic means to measure vehicle parameters. These products are sold to OEM's and to the aftermarket using several brand names and a variety of distribution methods. Included in this segment are products used for state required testing of vehicle emissions. Also included in this segment are fastening control products used primarily by large manufacturers to monitor and control the "nut running process" (the controlled tightening of threaded fasteners)in assembly plants. This equipment provides high quality joint control and documentation.

Information by industry segment is set forth below:

Three Months Ended
March 31, Six Months Ended
March 31,

	2008	2007	2008	2007
Net Revenue
Indicators and Gauges	$508,313	$516,506	$940,676	$970,540
Automotive Diagnostic Tools and Equipment	1,191,155	1,024,446	8,000,204	2,762,042
	$1,699,468	$1,540,952	$8,940,880	$3,732,582
Income (Loss) before provision for Income Taxes
Indicators and Gauges	$18,804	$<40,885>	$109,683	$<53,048>
Automotive Diagnostic Tools and Equipment	<548,618>	<674,719>	1,721,914	<890,694>
General Corporate Expenses	<217,042>	<408,512>	<824,564>	<749,255>
	$<746,856>	$<1,124,116>	$1,007,033	$<1,692,997>
Asset Information
Indicators and Gauges			$823,187	$834,064
Automotive Diagnostic Tools and Equipment			2,985,843	3,180,463
Corporate			5,975,527	5,191,603
			$9,784,557	$9,206,130
Geographical Information
Included in the consolidated financial statements are the following amounts related to geographical locations:
Revenue:
United States	$1,597,387	$1,518,944	$8,797,368	$3,520,473
Australia	12,349	-	12,349	48,077
Canada	27,178	18,713	66,963	73,861
England	55,472	-	55,472	382
Germany	4,158	1,163	4,518	84,686
Other foreign countries	2,924	2,132	4,210	5,103
	$1,699,468	$1,540,952	$8,940,880	$3,732,582

All export sales to Australia, Canada, England, Germany and other foreign countries are made in United States of America Dollars.

Item 2. Management's Discussion and Analysis or Plan of Operation.

Results of Operations, Second Quarter (January 1, 2008 through March 31, 2008)
Fiscal 2008 Compared to Second Quarter Fiscal 2007
-----------------------------------------------------------------------------------------

Reportable Segment Information

The Company has determined that it has two reportable segments: 1) indicators and gauges and 2) automotive related diagnostic tools and equipment. The indicators and gauges segment consists of products manufactured and sold primarily to companies in the aircraft and locomotive industry. Within the aircraft market, the primary customers are those companies that manufacture or service business and pleasure aircraft. Within the locomotive market, indicators and gauges are sold to both original equipment manufacturers and to operators of railroad equipment. Revenue in this segment was $508,313 and $516,506 for the second quarter of fiscal 2008 and fiscal 2007, respectively and $940,676 and $970,540 for the first six months of fiscal 2008 and fiscal 2007, respectively.

The automotive diagnostic tools and equipment segment consists primarily of products designed and manufactured to support the testing or servicing of automotive systems using electronic means to measure vehicle parameters. These products are sold to OEM's and to the aftermarket using several brand names and a variety of distribution methods. Included in this segment are products used for state required testing of vehicle emissions. Also included in this segment are fastening control products used primarily by large manufacturers to monitor and control the "nut running process" (the controlled tightening of threaded fasteners)in assembly plants. This equipment provides high quality joint control and documentation. Revenue in this segment was $1,191,155 and $1,024,446 for the second quarter of fiscal 2008 and fiscal 2007, respectively, and $8,000,204 and $2,762,042 for the first six months of fiscal 2008 and fiscal 2007, respectively.

Results of Operations

Product sales for the quarter ended March 31, 2008 were $1,536,592 versus $1,368,202 for the quarter ended March 31, 2007. The 12% increase in product sales during the current quarter of approximately $168,000 was volume related due primarily to increased sales of automotive diagnostic products, primarily, aftermarket products which include emissions products and fastening system products by approximately $133,000 and $4,000. Sales of diagnostic products to OEM's increased by approximately $40,000. Indicator products decreased by approximately $9,000.Management is concerned about the current economic conditions in the markets the company serves and anticipates product sales for the third quarter of fiscal 2008 to increase only slightly above the sales levels from the second quarter.

Service sales for the quarter ended March 31, 2008 were $162,876 versus $172,750 for the quarter ended March 31, 2007. The decrease was volume related and due primarily to a lower sales volume for chargeable repairs. The current level of service sales related to product repair sales is expected to continue for the balance of the fiscal year.

Cost of product sold in the second quarter of fiscal 2008 was $1,076,347 (70.0% of product sales) as compared to $973,984 (71.2% of product sales) in the second quarter of fiscal 2007. The dollar increase in the cost of product sold was due primarily to a higher sales volume. The current cost of product sold percentage is anticipated to decrease during the balance of the fiscal year.

Cost of service sold in the second quarter of fiscal 2008 was $185,037 (113.6% of service sales) as compared to $179,694 (104% of service sales) in the second quarter of fiscal 2007. The dollar increase was due primarily to a higher volume of warranty repairs. The increase in the cost of services sold percentage was primarily due to lower plant utilization and higher warranty costs. The current cost of services sold percentage is anticipated to decrease for the balance of the fiscal year.

Product development expenses were $507,033 in the second quarter of fiscal 2008 (33.0% of product sales) as compared to $511,092 (37.4% of product sales) in the second quarter of fiscal 2007. The dollar decrease was due primarily to a decrease in research and experimental material offset in part by an increase in labor cost. The percentage decrease was due primarily to higher product sales during the current quarter. The current level of product development expenses is expected to continue for the balance of the fiscal year.

Marketing and administrative expenses were $712,380 (41.9% of total sales)in the second quarter of 2008 versus $1,016,460 (66.0% of total sales) for the same period a year ago. The percentage decrease was due to the increase in the level of total sales and a decrease in expenses for the current fiscal quarter. Marketing expenses were approximately $461,000 in the second quarter of fiscal 2008 versus $591,000 for the same period a year ago.Within marketing expenses, advertising, commissions, royalties, labor costs, travel expense, outside consulting and collection expense decreased by approximately $31,000, $27,000, $25,000, $19,000, $13,000, $8,000 and $9,000 respectively.Administrative expenses were approximately $252,000in the second quarter of fiscal 2008 versus $425,000 for the same period a year ago.The dollar decrease was due primarily to a decrease in the previously recorded bonus provision of approximately $187,000 offset in part by an increase in labor costs of approximately $11,000.The current level of marketing and administrative expenses is expected to increase slightly for the remainder of the fiscal year.

Interest expense was $3,004 in the second quarter of fiscal 2008 which compares with $-0- in the second quarter of fiscal 2007. The increase was due to interest charges on the unused line of credit during the second quarter of fiscal 2008 with no interest charge calculated for the same period last fiscal year.The current level of interest expense is expected to continue for remainder of the fiscal year.

Other income was $37,477 in the second quarter of fiscal 2008 which compares with $16,162 in the second quarter of fiscal 2007. Other income consists primarily of dividend income on short-term investments and interest income on cash and cash equivalents invested. The increase is due primarily to interest income earned on the investment of cash and cash equivalents during the period.

Recovery of income taxes in the second quarter of fiscal 2008 was $272,400 which compares with a recovery of income taxes of $382,700 in the second quarter of fiscal 2007. During fiscal 2008 the recovery of income taxes was recorded at an effective tax rate of 37% while the recovery of income taxes in fiscal 2007 was recorded at an effective tax recovery rate of 34%.

The net loss in the second quarter of fiscal 2008 was $474,456 which compares with a net loss of $741,416 in the second quarter of fiscal 2007. The net loss for the current quarter was primarily the result of a lower sales volume.

Unshipped customer orders as of March 31, 2008 were $957,000 versus $3,424,000 at March 31, 2007. The decrease was due primarily to decreased orders in automotive diagnostic products of approximately $2,317,000, specifically, $2,574,000 for diagnostic products to automotive OEM's offset in part by an increase in aftermarket products which include emissions products of approximately $257,000. In addition, indicator products decreased by approximately $150,000. The Company received a single order for approximately $2,500,000 during the prior year second quarter for a proprietary tool program to a large OEM with no similar order during the current year. The current level of backlog is more typical for the Company. The Company anticipates that most of the current backlog will be shipped in the last half of fiscal 2008.

Results of Operations, Six Months Ended March 31, 2008
Compared to Six Months Ended March 31, 2007

Product sales for the six months ended March 31, 2008 were $8,664,848 versus $3,406,437 for the same period in fiscal 2007. The 154% increase in product sales during the first six months of the current fiscal year of approximately$5,258,000 was volume related due primarily to increased sales of automotive diagnostic products, primarily, emission products of approximately $6,125,000. Sales of other automotive diagnostic products, primarily, OEM products and non-emission aftermarket products declined by approximately $561,000 and $273,000, respectively.Sales of indicator products decreased by approximately $41,000.Fastening systems product sales increased by approximately $8,000.Management anticipates product sales for the third quarter of fiscal 2008 to increase slightly above the sales levels of the current quarter.

Service sales for the six months ended March 31, 2008 were $276,032 compared with $326,145 for the same period in fiscal 2007. The decrease was volume related and due primarily to a lower sales volume for chargeable repairs. The current level of service sales related to product repair sales is expected to continue for the balance of the fiscal year.

Cost of product sold was $4,900,003 or (56.6 % of product sales) compared to $2,243,845 (65.9% of product sales) for the six months ended March 31, 2007. The decrease in the cost of product sold percentage was due primarily to a higher sales volume, higher plant utilization and a change in product mix. The cost of product sold percentage is expected to increase slightly for the balance of the fiscal year.

Cost of service sold was $288,714 (105% of service sales) compared with $343,967 (105% of service sales) for the six months ended March 31, 2007. The dollar decrease was due primarily to a lower volume of chargeable repairs for the first six months of the current fiscal year. The cost of services sold percentage was primarily due to a lower sales volume of chargeable repairs.The cost of services sold percentage is expected to decrease slightly for the balance of the fiscal year.

Product development expenses were $971,763 (11.2% of product sales) compared to $974,480 (28.6% of product sales) for the six months ended March 31, 2007. The dollar decrease was due primarily to a decrease in research and experimental material offset in part by an increase in labor cost.The percentage decrease was due to higher product sales during the first six months of the current fiscal year.The current level of product development expenditures is expected to continue during the second half of the fiscal year.

Marketing and administrative expenses were $1,825,563 for the six months ended March 31, 2008 (20.4% of total sales) versus $1,930,592 (51.7% of total sales) for the six months ended March 31, 2007.The percentage decrease was due to the increase in the level of total sales and a decrease in actual expenses during the first six months of the current fiscal year.Marketing expenses were approximately $949,000 during the first six months of the current fiscal year versus $1,114,000 for the same period a year ago. Within marketing expenses,decreases were in commissions, royalties, labor costs, outside consulting,travel expense, collection expense and advertising of approximately $55,000, $48,000, $35,000, $19,000, $12,000, $11,000 and $6,000 respectively. These decreases were offset in part by an increase in promotion expense of approximately $15,000.Administrative expenses were approximately $877,000 during the first six months of the current fiscal year versus $817,000 for the same period a year ago. The dollar increase was due primarily to increased labor costs of approximately $16,000 and an increase in a bonus provision of approximately $37,000.The current level of marketing and administrative expenses is expected to increase slightly for the remainder of the fiscal year. 

Interest expense was $6,790 for the six months ended March 31, 2008, and $1,792 for the same period in 2007. This increase was due primarily to interest charges on the unused line of credit during the first half of fiscal 2008 with no interest charge calculated for the same period last fiscal year.The current level of interest expense is expected to continue for remainder of the fiscal year.

Other income of $58,986 compares with other income of $69,097 in the same period last year. Other income consists primarily of dividend income on short-term investments and interest income on cash and cash equivalents. The decrease is due primarily to no dividends earned on short-term investments during the current six month period. During the prior year approximately $40,000 of dividend income was earned on short-term investments. The decrease was offset in part by an increase in interest income and sale of scrap of approximately $20,000 and $8,000 respectively. The current level of other income is expected to decrease for the remainder of fiscal 2008 due to a lower level of cash and cash equivalents invested in interest bearing accounts.

Income taxes during the first six months of fiscal 2008 was $372,600 which compares with a recovery of income taxes of $575,700 in the first six months of fiscal 2007. During fiscal 2008 income taxes were recorded at an effective tax rate of 37% while the recovery of income taxes in fiscal 2007 was recorded at an effective tax recovery rate of 34%.

The net income for the six months ended March 31, 2008 was $634,433 compared with a net loss of $1,132,160 for the six months ended March 31, 2007. The increase in net income for the first half of fiscal 2008 is primarily the result of a higher sales volume.

The Company has available a net operating loss carryforward and research and development credit carryforwards that begin to expire in 2015. During fiscal 2007 the Company recorded a valuation allowance in the amount of $443,000 due to additional losses and an increased likelihood of tax credits expiring before being utilized.

The Company's ability to realize the entire benefit of its deferred tax assets requires that the Company achieve certain future earning levels prior to the expiration of its net operating loss and research and development credit carryforwards. The Company could be required to record additional valuation allowances for a portion or all of its deferred tax assets if market conditions deteriorate and future earnings are below, or are projected to be below, its current estimates. Because of the uncertainties involved with this significant estimate, it is reasonably possible that the Company's estimate may change.

Management projects increased sales or future cost cutting measures will generate sufficient taxable income during the carryforward period to fully realize deferred tax benefits and credits to be earned in the future. The tax benefits have the effect of reducing future federal income taxes payable.

Liquidity and Capital Resources

Total current assets were $7,717,113, $10,244,505 and $6,176,522 at March 31, 2008, September 30, 2007 and March 31, 2007, respectively. The increase of approximately $1,541,000 from March to March was due primarily to the increase in cash, accounts receivable and prepaid expensesof approximately $2,817,000, $367,000 and $29,000 respectively, offset in part by a decrease in short-term investments, inventory and deferred taxes of approximately $926,000, $582,000 and $165,000 respectively. Accounts receivable increased due to the higher sales volume in the most recent quarter while short-term investments declined due to sale of investments in September 2007. The decrease from September to March of approximately $2,527,000 was due primarily to the higher sales volume during the period and collection of accounts receivable allowing for the decrease in short-term debt and accounts payable of approximately $1,948,000 and $1,778,000 respectively. Accounts receivable and inventory declined by approximately $3,615,000 and $1,772,000 respectively, offset in part by an increase in cash and cash equivalents and prepaid expenses of approximately $2,755,000 and $104,000 respectively. The increase in cash was due primarily to the collection of accounts receivable on higher sales from the California Tank Tester program during the current six month period.

Working capital as of March 31, 2008 amounted to $7,160,680 as compared with $5,026,581 a year earlier. Current assets were 13.9 times current liabilities compared to 5.4 a year ago. The quick ratio was 7.8 compared to 1.0 a year ago.

Internally generated funds during the six months ended March 31, 2008 were $4,614,719 and were adequate to fund the Company's primary non-operating cash requirement consisting of capital expenditures and debt payments of $41,305 and $1,947,700 respectively. The primary reasons for the positive cash flow from operations were the net income and the decrease in accounts receivable and inventory during the period. The Company believes that cash and cash equivalents, together with funds anticipated to be generated by operations and funds available under its credit agreement will provide the liquidity necessary to support its current and anticipated working capital and capital expenditure requirements through the end of fiscal 2008.

Shareholders' equity during the six months ended March 31, 2008 increased by $768,907 which was the net income during the period of $634,433, sale of 17,450 shares under option of $126,889 and $7,585 of share-based compensation expense.  

The Company has a credit agreement with its financial lender that provides for a secured revolving credit facility of $2,500,000 with interest generally equal to two and one half percent per annum plus one month LIBOR. The agreement was extended and will expire in February 2010. The agreement is secured by the Company's accounts receivable, inventory, equipment and general intangibles. The credit agreementcontains affirmative covenant requirements, tested on an annual basis, that require the Company to maintain a tangible net worth of $8,000,000 and a pre-tax interest coverage ratio of not less than 3.0 to 1.0. In addition, a borrowing base addendum generally allows for borrowing based on an amount equal to eighty five percent of eligible receivables, plus an amount equal to the lesser of either forty percent of eligible inventory or $1,000,000. The Company is in compliance with both loan covenants at March 31, 2008. The revolving credit facility is subject to a review by the Company's lender in 2010. The Company had no outstanding borrowings under this loan facility at March 31, 2008.During fiscal 2008 the Company's business will require a short-term increase in inventory and accounts receivables. Whenever there may be a requirement to increase inventory in fiscal 2008 there will be a negative but temporary impact on liquidity. The Company believes that internally generated funds and the revolving line of credit will provide sufficient liquidity to meet ongoing working capital requirements.

Critical Accounting Policies

Our critical accounting policies are as presented in Notes to Consolidated Financial Statements and Management's Discussion and Analysis or Plan of Operation in our Form 10-KSB for the year ended September 30, 2007.

Forward-Looking Statements

The foregoing discussion includes forward-looking statements relating to the business of the Company. These forward-looking statements, or other statements made by the Company, are made based on management's expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors (including, but not limited to, those specified below) which are difficult to predict and, in many instances, are beyond the control of the Company. As a result, actual results of the Company could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) the Company's dependence upon a limited number of customers, (b) the highly competitive industry in which the company operates, which includes several competitors with greater financial resources and larger sales organizations, (c) the acceptance in the marketplace of new products and/or services developed or under development by the Company including automotive diagnostic products, fastening systems products and indicating instrument products, (d) the ability of the Company to further establish distribution and a customer base in the automotive aftermarket, and (e) the Company's ability to capitalize on market opportunities including state automotive emissions programs and OEM tool programs.

Item 3. Controls and Procedures.

As of March 31, 2008, an evaluation was performed, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer along with the Company's Senior Vice President, Finance and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Company's management, including the Chief Executive Officer along with the Company's Senior Vice President, Finance and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2008 in ensuring that information required to be disclosed by the Company in the reports it files and submits under the Exchange Act (1) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and (2) is accumulated and communicated to the Company's management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Company's internal controls over financial reporting during the second fiscal quarter ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

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

At the Company's Annual Meeting of Shareholders held on February 20, 2008, the following individuals were elected to the Board of Directors:

	Votes For	Votes Withheld
Robert L. Bauman	1,754,308	5,926
T. Harold Hudson	1,699,924	60,310
James T. Martin	1,699,924	60,310
Michael L. Miller	1,699,924	60,310
Jim N. Moreland	1,699,924	60,310
Hugh S. Seaholm	1,699,924	60,310
Janet H. Slade	1,699,924	60,310

For information on how the votes have been tabulated for the above, see the Company's definitive Proxy Statement used in connection with the Annual Meeting of Shareholders.

Item 6. Exhibits.

Exhibit No.	Description
11	Statement Regarding Computation of Earnings Per share and Common Share Equivalents
31.1	Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer
32.1	Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		HICKOK INCORPORATED (Registrant)
Date: May 14, 2008	/s/ R. L. Bauman
	R. L. Bauman, Chief Executive Officer, President, and Treasurer
Date: May 14, 2008	/s/ G. M. Zoloty
	G. M. Zoloty, Chief Financial Officer

EX-11

  FORM 10-QSB

EXHIBIT 11

HICKOK INCORPORATED
CONSOLIDATED STATEMENT OF COMPUTATION OF EARNINGS
PER COMMON SHARE AND COMMON SHARE EQUIVALENTS

Three Months Ended
March 31,  Six Months Ended
March 31,

	2008	2007	2008	2007
NET INCOME
Net Income <loss> applicable to common shares for basic earnings per share	$<474,456>	$<741,416>	$634,433	$<1,132,160>
Net Income <loss> applicable to common shares for diluted earnings per share	$<474,456>	$<741,416>	$634,433	$<1,132,160>
SHARES OUTSTANDING
Weighted average shares for basic earnings per share	1,239,203	1,211,245	1,232,786	1,211,245
Net effect of diluted stock options – based on the treasury stock method using year-end market price, if higher than average market price	-*	-*	62,584	-*
Total shares for diluted earnings per share	1,239,203	1,211,245	1,295,370	1,211,245
Basic Earnings Per Common Share	$  <.38>	$  <.61>	$   .51	$  <.93>
Diluted Earnings Per Common Share	$  <.38>	$  <.61>	$   .49	$  <.93>

* Net effect of stock options was antidilutive for the period.
 
 
 
 
 
 
 
 
 

EX-31

Form 10-QSB

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Robert L. Bauman, Chief Executive Officer

I, Robert L. Bauman, Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Hickok Incorporated(the "small business issuer");

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

   a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

   c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions):

   a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

   b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. 
   

By:

/s/ R. L. Bauman

R. L. Bauman

Chief Executive Officer

May 14, 2008

EX-31

Form 10-QSB

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Gregory M. Zoloty, Senior Vice President, Finance and Chief Financial Officer

I, Gregory M. Zoloty, Senior Vice President, Finance and Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Hickok Incorporated (the "small business issuer");

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

   a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

   c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the  small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions):

   a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

   b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. 
   

By:

/s/ G. M. Zoloty

G. M. Zoloty

Senior Vice President, Finance
and Chief Financial Officer

May 14, 2008

EX-32

Form 10-QSB

Exhibit 32.1

CERTIFICATION PURSUANT TO

18U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hickok Incorporated (the "Company") on form 10-QSB for the period ending March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert L. Bauman, Chief Executive Officer of the Company, certify, pursuant to 18U.S.C.section 1350, as adopted 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ R. L. Bauman

R. L. Bauman

Chief Executive Officer

May 14, 2008

EX-32

Form 10-QSB

Exhibit 32.2

CERTIFICATION PURSUANT TO

18U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hickok Incorporated (the "Company") on Form 10-QSB for the period ending March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory M. Zoloty, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ G. M. Zoloty

G. M. Zoloty

Chief Financial Officer

May 14, 2008