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

FORM 10-K/A

(Mark One)

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended March 31, 2002

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission file number 0-12829

GRADCO SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)		95-3342977 (I.R.S. Employer Identification No.)
39 Parker, Irvine, California (Address of principal executive offices)		92618 (Zip Code)

(949) 206-6100
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

None		None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, No par value
(Title of Class)

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 ý No o

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

The aggregate market value of voting stock held by non-affiliates of the Registrant (based on the closing sales price of Gradco common stock on the OTCBB on June 14, 2002) was $1,100,664.

The number of outstanding shares, net of treasury shares, of each class of the Registrant's common stock outstanding at June 14, 2002 was: common stock, no par value—6,879,148 shares.

EXPLANATION OF AMENDMENT

Two names were omitted from the Item 12(a) table of voting shareholders owning 5% or more of the stock. Mr. Tash, whose ownership is set forth on the schedule immediately following in sub part (b), was inadvertently omitted since he was not in the prior year list. Mr. Callahan was omitted since he neglected to send the Company a copy of his filing.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

(a) The following table sets forth information regarding persons known to the Registrant to be the beneficial owners of more than 5% of the Registrant's voting securities as of June 14, 2002 based on 6,879,148 shares of Common Stock, no par value, outstanding as of such date.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class
Common Stock, no par value	Martin E. Tash	359,048	(1)	5.1	%
Common Stock, no par value	Mitchell Partners, L.P. and James E. Mitchell c/o James E. Mitchell General Partner 3187-D Airway Avenue, Costa Mesa, California 92626	490,277	(2)	7.1	%(3)
Common Stock, no par value	Larry Callahan c/o Huntleigh Securities 8000 Maryland Avenue Saint Louis, Missouri 63105	378,700	(4)	5.5	%

(1): Includes 84,952 shares owned by Mr. Tash under a private profit sharing plan for the benefit of Mr. Tash who is the trustee and sole lifetime beneficiary and retains voting power, 86,559 shares owned by Mr. Tash jointly with his wife and 75,037 shares owned directly by Mr. Tash. Also includes currently exercisable options granted to Mr. Tash to purchase 112,500 shares of the Registrant's stock.
(2): As set forth in Schedule 13D, dated October 4, 2001, James E. Mitchell is the sole general partner of Mitchell Partners with sole control over all matters relating to investment and voting control. Mitchell Partners is in the securities investment business.
(3): Mitchell Partners owns 488,277 shares and James E. Mitchell owns 2,000 shares all of which are subject to the sole power to vote and sole power to dispose of James E. Mitchell.
(4): As set forth in Schedule 13G dated October 9, 2001, Larry Callahan is the beneficial owner of 378,700 shares of common stock.

(b) The following table sets forth information regarding the voting securities of the Registrant beneficially owned by each director of the Registrant, each of the executive officers named in the

Summary Compensation Table in Item 11(a), and all officers and directors as a group (6 persons), as of June 14, 2002.

Title of Class	Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class(1)
Common Stock, no par value	Martin E. Tash	359,048	(2)	5.1	%
	Harland L. Mischler	80,500	(3)	1.2	%
	Bernard Bressler	29,273	(4)	*
	Robert J. Stillwell	28,975	(5)	*
	Thomas J. Burger	7,500	(6)	*
	Masakazu (Mark) Takeuchi	64,500	(6)	*
	All Executive Officers and Directors as a Group (comprising the 6 persons shown above)	569,796	(7)	8.1	%

*: Less than 1%
(1): In each instance where a named individual is listed as the holder of a currently exercisable option, the shares which may be acquired upon exercise thereof have been deemed outstanding for the purpose of computing the percentage of outstanding shares owned by such person, but not for the purpose of computing the percentage owned by any other person, except the group referred to in note (7).
(2): Includes 84,952 shares owned by Mr. Tash under a private profit sharing plan for the benefit of Mr. Tash who is the trustee and sole lifetime beneficiary and retains voting power, 86,559 shares owned by Mr. Tash jointly with his wife and 75,037 shares owned directly by Mr. Tash. Also includes currently exercisable options granted to Mr. Tash to purchase 112,500 shares of the Registrant's stock.
(3): Includes 52,000 shares owned directly by HLM Capital Resources, Inc., a private investment and holding corporation, of which Mr. Mischler is President, Chairman and major shareholder, and 17,000 shares owned directly by Mr. Mischler. Also includes currently exercisable options granted to Mr. Mischler to purchase 11,500 shares of the Registrant's stock.
(4): Includes 2,626 shares held by Mr. Bressler's wife. Mr. Bressler disclaims beneficial ownership of the shares owned by his wife.
(5): Includes 27,100 shares held for Mr. Stillwell in an individual retirement account, and 1,875 shares which may be acquired upon the exercise of currently exercisable options.
(6): Represents shares which may be acquired upon the exercise of currently exercisable options.
(7): The number of shares and percentage owned includes 197,875 shares which may be acquired through exercise of currently exercisable options held by certain of such persons individually named. The number of outstanding shares used in computing the percentage of ownership by the group includes such shares.

SIGNATURES

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

Dated: August 1, 2002	GRADCO SYSTEMS, INC.

	By:	/s/ MARTIN E. TASH Martin E. Tash Chairman of the Board, President and Chief Executive Officer

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

Signature	Title	Date

/s/ MARTIN E. TASH Martin E. Tash	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	August 1, 2002
/s/ HARLAND L. MISCHLER Harland L. Mischler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director	August 1, 2002
/s/ BERNARD BRESSLER Bernard Bressler	Secretary, Treasurer and Director	August 1, 2002
/s/ ROBERT J. STILLWELL Robert J. Stillwell	Director	August 1, 2002
/s/ THOMAS J. BURGER Thomas J. Burger	Director	August 1, 2002
/s/ MARK TAKEUCHI Mark Takeuchi	Director	August 1, 2002

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FORM 10-K/A
EXPLANATION OF AMENDMENT
SIGNATURES

GRADCO SYSTEMS INC 10-K/A