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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Commission File Number 0-3295

KOSS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (414) 964-5000

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

At February 2, 2009, there were 3,691,353 shares outstanding of the registrant’s common stock, $0.005 par value per share.

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KOSS CORPORATION AND SUBSIDIARIES

FORM 10-Q

December 31, 2008

INDEX

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PART I

FINANCIAL INFORMATION

Item 1.    Financial Statements.

KOSS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes to the condensed consolidated financial statements.

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KOSS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

See accompanying notes to the condensed consolidated financial statements.

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KOSS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to the condensed consolidated financial statements.

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KOSS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2008

(Unaudited)

1.                                       CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The financial statements presented herein are based on interim amounts.  In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2008 and for all periods presented have been made. All significant intercompany transactions have been eliminated. The income from operations for the quarter and six months ended December 31, 2008 is not necessarily indicative of the operating results for the full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Registrant’s June 30, 2008 Annual Report on Form 10-K.

2.                                       EARNINGS PER COMMON SHARE

Basic earnings per common share are computed based on the weighted average number of common shares outstanding.  The weighted average number of common shares outstanding for the quarters ending December 31, 2008 and 2007 were 3,693,756 and 3,674,516, respectively.  For the six months ended December 31, 2008 and 2007, weighted average number of common shares outstanding were 3,694,553 and 3,672,664, respectively.  When dilutive, stock options are included as share equivalents using the treasury stock method.  For the quarter ended December 31, 2008 there were no common stock equivalents related to stock option grants included in the computation of the average number of shares outstanding for diluted earning per common share as inclusion would have been anti-dilutive.  For the quarter ended December 31, 2007 there were 19,677 common stock equivalents.  For the six months ended December 31, 2008 there were no common stock equivalents related to stock option grants included in the computation of the average number of shares outstanding for diluted earning per common share.  For the six months ended December 31, 2007 there were 22,293 common stock equivalents.

3.                                       INCOME TAXES

We file income tax returns in the United States (Federal), Wisconsin (state) and various other state jurisdictions.  We are not currently subject to income tax examinations in any of our significant tax jurisdictions.  Tax years open to examination by tax authorities under the statute of limitations include fiscal 2006 through 2007 for Federal and fiscal 2003 through 2007 for most states jurisdictions.

We adopted the provisions for FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, on July 1, 2007.  As a result of the implementation of FIN 48, we did not recognize a significant change in the liability for unrecognized tax benefits.  The total liability for unrecognized tax benefits was approximately $267,000 as of December 31, 2008.  The liability does not include an amount for accrued penalties.   We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes.  We do not expect a significant increase or decrease to the total amounts of unrecognized tax benefits within the next 12 months.

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There was no change in the amount of unrecognized tax benefits during the first six months ended December 31, 2008.

4.                                       INVENTORIES

The classification of inventories is as follows:

5.                                       STOCK PURCHASE AGREEMENT

The Company has an agreement with its Chairman, John C. Koss, to, at the request of the executor of the estate, repurchase Company common stock from his estate in the event of his death.  The Company does not have the right to require the estate to sell stock to the Company.  As such, this arrangement is accounted for as a written put option with the fair value of the put option recorded as a derivative liability.  The fair value of the option at December 31, 2008 was $125,000.  The repurchase price is 95% of the fair market value of the common stock on the date that notice, if the estate elects, to repurchase is provided to the Company.  Under the agreement, the total number of shares to be repurchased will be sufficient to provide proceeds which are the lesser of $2,500,000 or the amount of estate taxes and administrative expenses incurred by the Chairman’s estate. The Company may elect to pay the purchase price in cash or may elect to pay cash equal to 25% of the total amount due and to execute a promissory note for the balance, payable over four years, at the prime rate of interest.  The Company maintains a $1,150,000 life insurance policy to fund a substantial portion of this obligation.  At December 31, 2008 and June 30, 2008, $125,000 has been classified as a derivative liability on the Company’s financial statements.

6.             DIVIDENDS DECLARED

On December 16, 2008, the Company declared a quarterly cash dividend of $0.13 per share for the stockholders of record on December 31, 2008 to be paid January 15, 2009.  Such dividend payable has been recorded at December 31, 2008.

7.                                       STOCK-BASED COMPENSATION

In 1990, pursuant to the recommendation of the Board of Directors, the stockholders ratified the creation of the Company’s 1990 Flexible Incentive Plan (the “1990 Plan”).  The 1990 Plan is administered by a committee of the Board of Directors and provides for the granting of various stock-based awards including stock options to eligible participants, primarily officers and certain key employees.  A total of 225,000 shares of common stock were available in the first year of the Plan’s existence.  Each year thereafter additional shares equal to 25% of the shares outstanding as of the first day of the applicable fiscal year were reserved for issuance pursuant to the 1990 Plan.  On July 22, 1992, the Board of Directors authorized the reservation of an additional 250,000 shares for the 1990 Plan, which was approved by the stockholders.  In 1993, the Board of Directors authorized the reservation of an additional 300,000 shares for the 1990 Plan, which was approved by the stockholders.  In 1997, the Board of Directors authorized the reservation of an additional 300,000 shares for the 1990 Plan, which was approved by the stockholders.  In 2001,

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the Board of Directors authorized the reservation of an additional 300,000 shares for the 1990 Plan, which was also approved by the stockholders.  Options generally vest over four or five years, with a maximum term of five to ten years.

We account for stock options and restricted stock issued under the plan in accordance with Statement of Accounting Standards (‘SFAS’) No. 123 (R), “Share Based Payments”. The fair value of each stock option grant was estimated as of the date of grant using the Black-Scholes pricing model. The resulting compensation cost for fixed awards with graded vesting schedules is amortized on a straight-line basis over the vesting period for the entire award. The fair value of each restricted stock grant was based on the market price of the underlying common stock as of the date of grant. The resulting compensation cost is amortized on a straight-line basis over the vesting period.

A summary of stock option activity under the plan for the six months ended December 31, 2008 is as follows:

The range of options as of December 31, 2008 is as follows:

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Financial Condition, Liquidity and Capital Resources

Cash provided by operating activities during the six months ended December 31, 2008 amounted to $2,892,444. This was a result of net income for the period adjusted for changes in operating assets and   current liabilities, which arose primarily out of increases in other current assets, accrued liabilities, and accounts payable.

Capital expenditures for new equipment (including production tooling) were $1,322,810 for the six months ended December 31, 2008.  Capital expenditures for fiscal year 2009 are expected to be approximately $3.8 million.  The Company expects to generate sufficient funds through operations to fund these expenditures.

Stockholders’ investment decreased to $23,651,121 at December 31, 2008, from $23,217,435 at June 30, 2008.  The net decrease reflects net income and exercise of stock options offset by the effect of the purchase and retirement of common stock and dividends declared.

The Company amended its existing credit facility in November 2008, extending the maturity date of the unsecured line of credit to November 1, 2009.  This credit facility provides for borrowings up to a maximum of $10,000,000.  The Company can use this credit facility for working capital purposes or for the purchase of its own common stock pursuant to the Company’s common stock repurchase program.  Borrowings under this credit facility bear interest at the bank’s prime rate, or LIBOR plus 1.75%.  This credit facility includes financial covenants that require the Company to maintain a minimum tangible net worth and specified current, interest coverage and leverage ratios.  The Company uses its credit facility from time to time, although there was no utilization of this credit facility at December 31, 2008 or June 30, 2008.  The Company did not utilize the credit facility during the quarter or six months ended December 31, 2008.

In April of 1995, the Board of Directors approved a stock repurchase program authorizing the Company to purchase from time to time up to $2,000,000 of its common stock for its own account.  Subsequently, the Board of directors periodically has approved increases in the stock repurchase program.  The most recent increase was for an additional $2,000,000 in October 2006, for a maximum of $45,500,000.  The Company intends to effectuate all stock purchases either on the open market or through privately negotiated transactions, and intends to finance all stock purchases through its own cash flow or by borrowing for such purchases.

For the quarter ended December 31, 2008, the Company purchased 3,830 shares of its common stock at an average net price of $10.98 per share, for a total net purchase price of $42,057. For the six months ended December 31, 2008, the Company purchased 3,830 shares of its common stock at an average net price of $10.98 per share, for a total net purchase price of $42,057.

From the commencement of the Company’s stock repurchase program through December 31, 2008, the Company has purchased a total of 5,473,934 shares for a total gross purchase price of $52,767,311 (representing an average gross purchase price of $9.64 per share) and a total net purchase price of $41,943,568 (representing an average net purchase price of $7.66 per share).  The difference between the total gross purchase price and the total net purchase price is the result of the Company receiving from employees cash acquired from such employees pursuant to the Company’s stock option program.  In determining the dollar amount available for additional purchases under the stock repurchase program, the Company uses the total net purchase price by the Company for all stock purchases, as authorized by the Board of Directors.

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The Company also has an Employee Stock Ownership Plan and Trust (“ESOP”) pursuant to which shares of the Company’s common stock are purchased by the ESOP for allocation to the accounts of ESOP participants.  On November 3, 2008, the Company contributed $30,000 to ESOP.

Results of Operations

Net sales for the second quarter ended December 31, 2008 declined by 15% to $10,287,595 from $12,099,397 for the same period in 2007.  Net sales for the six months ended December 31, 2008 declined by 12% to $21,773,629 from $24,797,003 for the same period in 2007.  The decrease is primarily the result of soft U.S. retail sales.

Gross profit as a percent of net sales was 34% for the quarter ended December 31, 2008 compared to 36% for the same period in the prior year.  For the six months ended December 31, 2008 the gross profit percentage was 36% compared to 37% for the same period in the prior year. The decrease in gross profit for the six months ended December 31, 2008 was primarily due to a less profitable model mix sold in that period.

Selling, general and administrative expenses for the quarter ended December 31, 2008 were $2,956,099 or 29% of net sales, compared to $2,371,276 or 20% of net sales for the same period in 2007.  For the six month period ended December 31, 2008, these expenses were $5,954,626 or 27% of net sales, compared to $5,155,302 or 21% of net sales, for the same period in 2007.  This increase is due to extra costs incurred related to engineering, research development and marketing.

For the quarter ended December 31, 2008, income from operations was $526,785 compared to $1,953,099 for the same period in the prior year.  Income from operations for the six months ended December 31, 2008 was $1,928,718 compared to $3,961,053 for the same period in 2007, a 51% decrease.  Income from operations decreased primarily as a result of decreased net sales for the quarter and six months ended December 31, 2008.

For the quarter ended December 31, 2008, net income decreased 74% to $322,454 from $1,246,552 for the same period in 2007.  Net income for the six months ended December 31, 2008, decreased 52% from $2,582,226 in 2007 to $1,236,218 in 2008.  Net income decreased primarily as a result of decreased net sales for the quarter and six months ended December 31, 2008.

Royalty income for the quarter ended December 31, 2008 was zero compared to $43,750 for the quarter ended December 31, 2007.  For the six month period ended December 31, 2008, royalty income was $58,333  compared to $175,000 for the period ended December 31, 2007.

Interest income for the quarter was $1,446 compared to $46,751 for the same quarter in 2007.  For the six month period ended December 31, 2008, interest income was $15,499, compared to $97,191, for the same period in the prior year.  Interest income fluctuates in relation to cash balances on hand throughout the year and fluctuations in interest rates earned.

The provision for income taxes for the quarter ended December 31, 2008, was $205,777 compared to $797,048 for the same period last year.  For the six months ended December 31, 2008, the provision for income taxes was $766,332 compared with $1,651,018 for the same period last year.  The effective tax rate was 39% for each of the quarters.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

In management’s opinion, the Company does not engage in any material risk sensitive activities and does not have any market risk sensitive instruments, other than the Company’s commercial credit facility used for working capital purposes and stock repurchases as disclosed in the “Financial Condition, Liquidity and Capital Resources” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” above.

Item 4.    Controls and Procedures.

(a)                                  Evaluation of Disclosure Controls and Procedures.  The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  The Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer/Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, has concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b)                                 Changes in Internal Controls.  The Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.  However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

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PART II

OTHER INFORMATION

Item 1A                                                     Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in our Annual Report on Form 10-K for the year ended June 30, 2008, which could materially affect our business, financial condition or future results.  The risks described in our Annual Report on Form 10-K are not the only risks facing our Company.  Additional risk and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2                                                              Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information with respect to purchases of common stock of the Company made during the quarter ended December 31, 2008, by the Company.

COMPANY REPURCHASES OF EQUITY SECURITIES

(1)          In April of 1995, the Board of Directors approved a stock repurchase program authorizing the Company to purchase from time to time up to $2,000,000 of its common stock for its own account.  Subsequently, the Board of Directors periodically has approved increases in the stock repurchase program.  The most recent increase was for an additional $2,000,000 in October 2006, for a maximum of $45,500,000 of which $43,372,551 had been expended through December 31, 2008.

Item 4                                                              Submission of Matters to Vote of Security Holders

(a)                                  On October 8, 2008 an Annual Meeting of Stockholders was held.

(b)                                 Proxies for the election of directors were solicited pursuant to Regulation 14A.  There was no solicitation in opposition to management’s nominees, and all such nominees were elected.

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(c)                                  There were 3,695,351 shares of common stock eligible to vote at the Annual Meeting, of which 3,554,191 shares were present at the Annual Meeting in person or by proxy, which constituted a quorum.  The following is a summary of the results of the voting:

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (the “Act”) (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).  Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities Exchange Commission, press releases, or otherwise.  Statements contained in this Form 10-Q that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Act.  Forward-looking statements may include, but are not limited to, projections of revenue, income or loss and capital expenditures, statements regarding future operations, anticipated financing needs, compliance with financial covenants in loan agreements, plans for acquisitions or sales of assets or businesses, plans relating to products or services of the Company, assessments of materiality, predictions of future events,

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the effects of pending and possible litigation, and assumptions relating to the foregoing.  In addition, when used in this Form 10-Q, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “forecasts” and variations thereof and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified based on current expectations.  Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements contained in this Form 10-Q, or in other Company filings, press releases, or otherwise.  In addition to the factors discussed in this Form 10-Q, other factors that could contribute to or cause such differences include, but are not limited to, developments in any one or more of the following areas: future fluctuations in economic conditions, the receptivity of consumers to new consumer electronics technologies, the rate and consumer acceptance of new product introductions, competition, pricing, the number and nature of customers and their product orders, production by third party vendors, foreign manufacturing, sourcing and sales (including foreign government regulation, trade and importation concerns), borrowing costs, changes in tax rates, pending or threatened litigation and investigations, and other risk factors which may be detailed from time to time in the Company’s Securities and Exchange Commission filings.

Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which speak only as of the date hereof.  The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events.

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Signatures

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

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EXHIBIT INDEX

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