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<SEC-DOCUMENT>0000724910-03-000001.txt : 20030129
<SEC-HEADER>0000724910-03-000001.hdr.sgml : 20030129
<ACCEPTANCE-DATETIME>20030128180917
ACCESSION NUMBER:		0000724910-03-000001
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20021231
FILED AS OF DATE:		20030129

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NVE CORP /NEW/
		CENTRAL INDEX KEY:			0000724910
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				411424202
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12196
		FILM NUMBER:		03528607

	BUSINESS ADDRESS:	
		STREET 1:		11409 VALLEY VIEW ROAD
		CITY:			EDEN PRAIRIE
		STATE:			MN
		ZIP:			55344
		BUSINESS PHONE:		9528299217

	MAIL ADDRESS:	
		STREET 1:		11409 VALLEY VIEW ROAD
		CITY:			EDEN PRAIRIE
		STATE:			MN
		ZIP:			55344

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PREMIS CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>tenq3-03.txt
<DESCRIPTION>10QSB FOR THE QUARTER ENDED 12-31-02
<TEXT>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  FORM 10QSB


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended: December 31, 2002

[ ] Transition report under Section 13 or 15(d) of the
Securities Exchange Act.

                                NVE Corporation
                                ---------------
            (Exact name of registrant as specified in its charter)


                                  Minnesota
                                  ---------
                 (State or other jurisdiction of incorporation)



       000-12196                                              41-1424202
- --------------------------------                       ------------------------
Commission File Number                                          I.R.S. Employer
                                                          Identification number

11409 Valley View Road, Eden Prairie, Minnesota                           55344
- -----------------------------------------------                      ----------
(Address of principal executive offices)                             (Zip code)

Issuer's telephone number, including area code: (952) 829-9217
                                                --------------

     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]        NO [ ]

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:

     Common Stock, $.01 Par Value - 4,172,328 shares outstanding as of
January 24, 2003.

<PAGE>
                       PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.

                                 NVE CORPORATION
                                  BALANCE SHEET
                                DECEMBER 31, 2002

<TABLE>
<S>                                                                 <C>
Current assets:
   Cash                                                             $  365,489
   Investment securities                                             5,655,474
   Accounts receivable, net                                          1,350,930
   Inventories                                                         846,293
   Prepaid expenses and other assets                                   178,846
                                                                    -----------
Total current assets                                                 8,397,032
Fixed assets:
   Machinery and equipment                                           2,682,384
   Furniture and fixtures                                               35,499
   Leasehold improvements                                              365,187
   Construction in progress                                             11,826
                                                                    -----------
                                                                     3,094,896
   Less accumulated depreciation                                     1,835,701
                                                                    -----------
Total fixed assets                                                   1,259,195
                                                                    -----------
Total assets                                                        $9,656,227
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                 $  386,696
   Accrued payroll and other                                           492,581
   Deferred revenue                                                  1,082,028
   Current portion of capital lease obligations                        151,039
                                                                    -----------
Total current liabilities                                            2,112,344
   Capital lease obligations, less current portion                     262,952
                                                                    -----------
Total liabilities                                                    2,375,296

Shareholders' equity:
   Common stock                                                         41,634
   Additional paid-in capital                                       12,114,278
   Accumulated other comprehensive income                               92,671
   Accumulated deficit                                              (4,967,652)
                                                                    -----------
Total shareholders' equity                                           7,280,931
                                                                    -----------
Total liabilities and shareholders' equity                          $9,656,227
</TABLE>
                                                                    ===========


                           SEE ACCOMPANYING NOTES.

<PAGE>
                                NVE CORPORATION
                           STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                             Three Months Ended
                                         December 31    December 30
                                             2002           2001
                                         --------------------------
<S>                                      <C>            <C>
Revenue
  Contract research and development      $1,673,502     $1,246,875
  Product sales                             565,633        402,168
  License revenue                            97,917        125,699
                                         --------------------------
Total revenue                             2,337,052      1,774,742

Cost of sales                             1,424,507      1,332,045
                                         --------------------------
Gross profit                                912,545        442,697

Expenses
  Research and development                  327,472        475,266
  Selling, general & administrative         420,862        405,368
                                         --------------------------
Total expenses                              748,334        880,634
                                         --------------------------
Income (loss) from operations               164,211       (437,937)

  Interest income                            58,454          4,099
  Interest expense                           (9,210)       (21,346)
  Other income (expense)                     20,706         20,188
                                         --------------------------
Net income (loss)                           234,161       (434,996)
                                         ==========================

Net income (loss) per share-basic               .06           (.13)
                                         ==========================
Net income (loss) per share-diluted             .05           (.13)
                                         ==========================

Weighted average shares outstanding:
  Basic                                   4,159,718      3,420,996
  Diluted                                 4,466,199      3,420,996
</TABLE>


                              SEE ACCOMPANYING NOTES.

<PAGE>
                                NVE CORPORATION
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                             Nine Months Ended
                                         December 31    December 30
                                             2002           2001
                                         --------------------------
<S>                                      <C>            <C>
Revenue
  Research and development               $4,843,268     $3,319,218
  Product sales                           1,707,633      1,098,133
  License Revenue                           293,751        488,197
                                         --------------------------
Total Revenue                             6,844,652      4,905,548

Cost of sales                             4,273,553      3,815,892
                                         --------------------------
Gross profit                              2,571,099      1,089,656

Expenses
  Research and development                  944,330      1,132,549
  Selling, general & administrative       1,324,302      1,248,887
                                         --------------------------
Total expenses                            2,268,632      2,381,436
                                         --------------------------
Income (loss) from operations               302,467     (1,291,780)

  Interest income                           154,134         18,683
  Interest expense                          (32,108)       (33,937)
  Other income (expense)                     62,193        100,715
                                         --------------------------
Net income (loss)                           486,686     (1,206,319)
                                         ==========================

Net income (loss) per share-basic               .12           (.35)
                                         ==========================
Net income (loss) per share-diluted             .11           (.35)
                                         ==========================

Weighted average shares outstanding:
  Basic                                   4,118,523      3,399,101
  Diluted                                 4,425,004      3,399,101
</TABLE>


                              SEE ACCOMPANYING NOTES.

<PAGE>
                                NVE CORPORATION
                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                      December 31    December 30
                                                          2002           2001
                                                      --------------------------
<S>                                                   <C>           <C>
OPERATING ACTIVITIES
Net income (loss)                                     $   486,686   $(1,206,319)
Adjustments to reconcile net loss to net cash
  provided used in operating activities:
    Depreciation and amortization                         370,398       233,452
    Changes in operating assets and liabilities:
      Accounts receivable                                 (89,757)      188,753
      Inventories                                        (334,078)      107,195
      Prepaid expenses and other                         (119,641)       39,992
      Accounts payable and accrued expenses                63,795      (208,253)
      Deferred revenue                                   (483,279)      481,140
                                                      --------------------------
Net cash used in operating activities                    (105,876)     (364,040)

INVESTING ACTIVITIES
Purchases of fixed assets                                (383,377)     (855,310)
Purchases of investment securities                     (5,583,414)         -
                                                      --------------------------
Net cash used in investing activities                  (5,966,791)     (855,310)

FINANCING ACTIVITIES
Net proceeds from sale of common stock                  6,224,766        89,599
(Repayment of) proceeds from notes payable and
  capital lease obligations                              (323,868)      508,511
                                                      --------------------------
Net cash provided by financing activities               5,900,898       598,110
                                                      --------------------------
Decrease in cash                                         (171,769)     (621,240)

Cash at beginning of period                               537,258     1,492,080
                                                      --------------------------
Cash at end of period                                 $   365,489   $   870,840
</TABLE>
                                                      ==========================


                              SEE ACCOMPANYING NOTES.

<PAGE>
                                NVE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2002


1.  INTERIM FINANCIAL INFORMATION
The accompanying unaudited financial statements of NVE Corporation (the
"Company") are consistent with accounting principles generally accepted in the
United States and reporting with SEC regulations. In the opinion of
management, these financial statements reflect all adjustments, consisting
only of normal and recurring adjustments, necessary for a fair presentation of
the financial statements. Although we believe that the disclosures are adequate
to make the information presented not misleading, it is suggested that these
condensed financial statements be read in conjunction with the audited
financial statements and the notes included in our latest annual financial
statements included in our report on Form 10-KSB. The results of operations
for the three and nine month periods ended December 31, 2002 are not
necessarily indicative of the results that may be expected for the full year
ending March 31, 2003.

2.  NATURE OF BUSINESS
We develop and sell "spintronics" devices, which rely on electron spin
rather than electron charge to acquire, store, and transmit information.

3.  REVENUE RECOGNITION
Revenue from product sales to direct customers is recognized upon shipment.
Revenue from licensing and technology development programs, which is
nonrefundable and for which no significant future obligations exist, is
recognized when the license is signed. Revenue from licensing and technology
development programs, which is refundable, recoupable against future royalties,
or for which future obligations exist, is recognized when we have completed our
obligations under the terms of the agreements. Revenue from royalties is
recognized upon the shipment of product from our technology license partners to
direct customers. Certain research and development activities are conducted for
third parties and such revenue is recognized as the services are performed.

4.  EARNINGS PER SHARE
We calculate our income (loss) per share pursuant to Statement of Financial
Accounting Standards No. 128 ("SFAS 128"), Earnings Per Share. Basic earnings
per share is computed based upon the weighted average number of common shares
issued and outstanding during each year. Diluted net income per share amounts
assume conversion, exercise or issuance of all potential common stock
instruments (stock options, warrants and convertible preferred stock).
Potentially dilutive securities including warrants and stock options are
excluded from diluted earnings per share during net loss periods because these
securities would be anti-dilutive.

5.  INVESTMENTS
We classify and account for debt and equity securities in accordance with SFAS
No. 115, Accounting for Certain Investments in Debt and Equity Securities. The
Company's entire portfolio is classified as available for sale; thus,
securities are recorded at fair market value and any associated unrealized gain
or loss, net of tax, is included as a separate component of shareholders'
equity, "Accumulated other comprehensive income."

<PAGE>
6.  COMPREHENSIVE INCOME
The components of comprehensive income (loss) are as follows:

<TABLE>
<CAPTION>
                                     Three months ended
                               December 31     December 30
                                   2002            2001
                               -----------     ------------
<S>                            <C>             <C>
Net income (loss)                $234,161        $(434,996)
Change in unrealized gains          1,557             -
                               -----------     ------------
Comprehensive income (loss)      $235,718        $(434,996)
                               ===========     ============
</TABLE>


<TABLE>
<CAPTION>
                                     Nine months ended
                               December 31     December 30
                                   2002            2001
                               -----------     ------------
<S>                            <C>             <C>
Net income (loss)                $486,686      $(1,206,319)
Change in unrealized gains         92,671             -
                               -----------     ------------
Comprehensive income (loss)      $579,357      $(1,206,319)
                               ===========     ============
</TABLE>

7.  INVENTORIES
Inventories consist of the following:

<TABLE>
<S>                        <C>
Raw materials              $  347,901
Work-in-process               523,025
Finished goods                175,367
                           -----------
                            1,046,293
Less obsolescence reserve    (200,000)
                           -----------
                           $  846,293
                           ===========
</TABLE>

8.  STOCK SPLIT
We executed a one-for-five reverse split of our Common Stock to stockholders of
record at the close of business on November 21, 2002. All share and per share
amounts have been restated for both 2002 and 2001 in the accompanying financial
statements.

9.  NEW ACCOUNTING PRONOUNCEMENTS
On December 31, 2002, the FASB issued Statement 148 to provide alternative
methods of transition to the fair value method of accounting for stock-based
employee compensation. In addition, Statement No. 148 amends the disclosure
provisions of Statement 123 to require disclosure in the summary of
significant accounting policies of the effects of an entity's accounting
policy with respect to stock-based employee compensation on reported net
income and earnings per share in annual and interim financial statements.
Statement 148 does not amend Statement No. 123 to require companies to account
for their employee stock-based awards using the fair value method. However,
the disclosure provisions are required for all companies with stock-based
employee compensation, regardless of whether they utilize the fair value
method of accounting described in Statement No. 123 or the intrinsic value
method described in APB Opinion No. 25, Accounting for Stock Issued to
Employees.

<PAGE>
Statement No. 148 is effective for fiscal years ending after December 15,
2002, with earlier application permitted for entities with fiscal years
ending prior to December 15, 2002, provided that financial statements for the
2002 fiscal year were not issued prior to the issuance of Statement No. 148
(December 31, 2002). The disclosure requirements for interim financial
statements containing condensed financial statements are effective for interim
periods beginning after December 15, 2002.

10.  TECHNOLOGY EXCHANGE AGREEMENT
On April 19, 2002 the Company closed a technology exchange agreement
accompanied by an investment by Cypress Semiconductor Corporation ("Cypress").
Cypress purchased 686,600 shares of NVE Common Stock for $6.228 million.
Cypress also received a warrant for the purchase of up to an additional
400,000 shares of Common Stock for $15.00 per share for a term of three years.


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


General

     We develop and sell "spintronics" devices, which are integrated circuit
type devices that rely on electron spin rather than electron charge to acquire,
store, and transmit information in electronic systems. We derive revenue from
three sources:

     1) contract spintronics research and development (principally government
        contracts);

     2) commercial sales of spintronic sensor and coupler products; and

     3) licenses for our magnetic random-access memory (MRAM)
        intellectual property.


Critical accounting policies

     It is important to understand our significant accounting policies in order
to understand our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. These accounting principles require us to make estimates and
assumptions that affect amounts reported in our consolidated financial
statements and the accompanying notes. Actual results are likely to differ
from those estimates, but we do not believe such differences will materially
affect our financial position or results of operations for the periods
presented in this report.


Revenue recognition

     Revenue from product sales to direct customers is recognized upon
shipment. Revenue from licensing and technology development programs, which is
nonrefundable and for which no significant future obligations exist, is
recognized when the license is signed. Revenue from licensing and technology
development programs, which is refundable, recoupable against future royalties,
or for which future obligations exist, is recognized when we complete our
obligations under the terms of the agreements. Revenue from royalties is
recognized upon the shipment of product from our technology license partners
to direct customers. Certain research and development activities are conducted
for third parties and such revenue is recognized as the services are
performed. Payments received from licensing and technology development
programs relating to future obligations as well as prepayments for future
discounts on product sales are recorded as deferred revenue.


Bad Debt

     We maintain an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments.
If the financial condition of our customers were to deteriorate, resulting
in an impairment of their ability to make payments, additional allowances may
be required.


<PAGE>
Inventory

     We reduce the stated value of our inventory for excess quantities or
obsolescence in an amount equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about future demand and
market conditions. If actual future demand or market conditions are less
favorable than those projected by management, additional reductions in stated
value may be required.


Income Taxes

     In determining the carrying value of our net deferred tax assets, we must
assess the likelihood of sufficient future taxable income in certain tax
jurisdictions, based on estimates and assumptions to realize the benefit of
these assets. Our management evaluates the realizability of the deferred
assets quarterly and assesses the need for valuation allowances or reduction
of existing allowances quarterly.


<PAGE>
Three months ended December 31, 2002 compared to three months ended
December 30, 2001

     The table shown below summarizes the percentage of revenue for the
various items for the periods indicated:

<TABLE>
<CAPTION>
                                              Three months ended
                                         December 31      December 30
                                             2002             2001
                                         -----------      -----------
<S>                                      <C>              <C>
Revenue:
  Research and development                71.6 %           70.2 %
  Product sales                           24.2             22.7
  License fees                             4.2              7.1
                                         -------          -------
Total revenue                            100.0            100.0
Cost of sales                             61.0             75.1
                                         -------          -------
Gross profit                              39.0             24.9
Total expenses                            29.0             49.5
                                         -------          -------
Net income (loss)                         10.0 %          (24.6)%
                                         =======          =======
</TABLE>

     Revenue for the three months ended December 31, 2002 was $2,337,052, an
increase of 32% from revenue of $1,774,742 for the three months ended December
30, 2001. The revenue increase was due to increases in commercial product sales
and research and development revenue. Commercial product sales increased 41% to
$565,633 from $402,168. Research and development revenue increased 34% to
$1,673,502 from $1,246,875 due to increased government contract revenue and
increased revenue recognized under our agreement with Agilent Technologies,
Inc. Increases in commercial product sales and research and development revenue
were partially offset by a decrease in license revenue from $125,699 to
$97,917. The decrease in license revenue was due to completion of revenue
recognition for one of our MRAM license agreements.

     Gross profit increased to 39% for the three months ended December 31, 2002
as compared to 25% for the three months ended December 30, 2001. Gross profit
on commercial product sales and contract research and development increased
50% and 32%, respectively, for the three months ended December 31, 2002 as
compared to (3%) and 26% for the three months ended December 30, 2001. This
increase was due to higher yields on commercial products as well as increased
margins on contract research and development.

     Research and development expenses decreased 31% to $327,472 for the three
months ended December 31, 2002 as compared to $475,266 in the three months
ended December 30, 2001. The decrease was due to completion of the development
of some of our commercial products.

     Selling, general and administrative expenses for the three months ended
December 31, 2002 increased by 4% to $420,862 compared to $405,368 for the
Three months ended December 30, 2001. The increase was primarily due to an
increase in product marketing.

     Net income totaled $234,161 for the three months ended December 31,
2002 compared to a net loss of $434,996 for the three months ended December
30, 2001. The increase in net income was due to a change from operational
losses to profits, lower interest expense from the retirement of high-cost
debt, and higher interest income from our investments.


<PAGE>
Nine months ended December 31, 2002 compared to nine months ended
December 30, 2001

     The table shown below summarizes the percentage of revenue for the
various items for the periods indicated:

<TABLE>
<CAPTION>
                                              Nine Months Ended
                                         December 30      December 31
                                            2002             2001
                                         -----------      -----------
<S>                                      <C>              <C>
Revenue:
  Research and development                70.8 %           67.7 %
  Product sales                           24.9             22.4
  License fees                             4.3              9.9
                                         -------          -------
Total revenue                            100.0            100.0
Cost of sales                             62.4             77.8
                                         -------          -------
Gross profit                              37.6             22.2
Total expenses                            30.5             46.8
                                         -------          -------
Net income (loss)                          7.1 %          (24.6)%
                                         =======          =======
</TABLE>


     Revenue for the nine months ended December 31, 2002 was $6,844,652, an
increase of 40% from revenue of $4,905,548 for the nine months ended December
30, 2001. The revenue increase was due to increases in commercial product
sales and research and development revenue. Commercial product sales
increased 56% to $1,707,633 from $1,098,133. Research and development revenue
increased 46% to $4,843,268 from $3,319,218 due to increased government
contract revenue and increased revenue recognized under our agreement with
Agilent Technologies, Inc. Increases in commercial product sales and research
and development revenue were partially offset by a decrease in license revenue
from $488,197 to $293,751. The decrease in license revenue was due to
completion of revenue recognition for one of our MRAM license agreements.

     Research and development expenses decreased by 17% to $944,330 for the
nine months ended December 31, 2002 as compared to $1,132,549 in the nine
months ended December 30, 2001. The decrease was due to completion of the
development of some of our commercial products.

     Gross profit margins increased to 38% for the nine months ended December
31, 2002 as compared to 22% for the nine months ended December 30, 2001. Gross
profit on commercial product sales increased to 50% and gross profit on
contract research and development increased to 29% for the nine months ended
December 31, 2002 as compared to 14% and 13% for the nine months ended
December 30, 2001. This increase was due to higher yields on commercial
products as well as increased margins on contract research and development.

     Selling, general and administrative expenses for the nine months ended
December 31, 2002 increased by 6% to $1,324,302 compared to $1,248,887 for the
nine months ended December 30, 2001. The increase was primarily due to higher
expenses associated with a ramp-up in commercial selling activities.

     Net income totaled $486,686 for the nine months ended December 31, 2002
compared to a net loss of $1,206,319 for the nine months ended December 30,
2001. The increase in net income was due to a change from operational losses
to profits, and higher interest income on our increased investments.


<PAGE>
Liquidity and capital resources

     At December 31, 2002, we had $5,655,474 in available-for-sale securities,
consisting of marketable fixed-income investments. We had cash on December 31,
2002 of $365,489 and working capital of $6,284,688. We believe our working
capital is adequate for our current needs.


Recent Developments

     On November 11, 2002, we announced plans for a one-for-five reverse split
of our Common Stock, and also announced that our board of directors had
authorized the repurchase of up to 50,000 post-split shares of our Common
Stock. Through December 31, 2002 we had not repurchased any shares under the
repurchase program.

     We executed a one-for-five reverse split of our Common Stock to
shareholders of record at the close of business on November 21, 2002. In
conjunction with the reverse split, we changed our Common Stock CUSIP number
to 629-445-20-6 from 629-445-10-7, and the trading symbol to NVCR from NVEC.

     On January 22, 2003, our Common Stock began trading on the Nasdaq SmallCap
Market under the symbol NVEC, which was the symbol prior to the November 21,
2002 reverse split. The CUSIP number was unchanged from the post-split number.


Outlook

     Thus far our commercial product revenues have continued to grow rapidly,
although we believe adverse economic conditions may be limiting our growth in
our core industrial control market.

     We continue to take steps related to our business strategy, which includes
the following key elements:

     o Grow our commercial product business by expanding distribution and
       product promotion

     o Develop new products based on modules and designs we have developed

     o Support product research and development with government contract
       research and development

     o Deploy our MRAM intellectual property through manufacturing partnerships

     In line with this strategy, we have invested in training and supporting
our new representatives and distributors to maximize their productivity, and we
delivered our first couplers to be distributed by Agilent Technologies, Inc. We
expanded our "Hate Optos" advertising campaign, and produced a new sensor
product-line catalog.

     We announced several new sensor products and continued to invest in
development of faster and more cost-effective coupler products. Contract
research and development programs continue, including advanced sensors and
couplers.

     We continue our MRAM research, and supported our manufacturing partners,
especially Cypress Semiconductor Corp.

<PAGE>
     We expect commercial product revenues to continue to grow, and we
anticipate profitability to continue in the quarter ending March 31, 2003. In
the fiscal year beginning April 2003, approximately $250,000 per quarter of
contract research and development from Agilent milestone achievements and
recognition of MRAM license revenues of approximately $98,000 per quarter will
cease. We may be able to replace those revenue and profit sources with
expanded commercial product sales, but there can be no assurance we will
continue to be profitable.


<PAGE>
Item 3. Controls and Procedures.

     Within 90 days prior to the date of filing of this report, we carried out
an evaluation, under the supervision and with the participation of our
management, including the Chief Executive Officer and the Chief Financial
Officer, of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective for gathering, analyzing and disclosing the information we are
required to disclose in the reports we file under the Securities Exchange Act
of 1934, within the time periods specified in the SEC's rules and forms. There
have been no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
this evaluation.


                          PART II--OTHER INFORMATION


Item 5. Other Information

     On January 22, 2003, our Common Stock began trading on the Nasdaq SmallCap
Market. Prior to being listed on the Nasdaq SmallCap Market, our Common Stock
was traded on the Over-the-Counter Bulletin Board.

     On October 25, 2002, our Board approved amended Articles of Incorporation
to adjust authorized shares in conjunction with a reverse split of our common
stock. The amended Articles of Incorporation are filed herein.

     We executed an amendment dated October 18, 2002 to our Agreement with
Agilent Technologies, Inc. The amendment recognizes the completion of key
milestones in the qualification of our technology, and adjusts certain tine
periods accordingly. The amendment is filed herein.


Item 6. Exhibits and Reports on Form 8-K

        a. Exhibits.
           Exhibit 3: Amended and Restated Articles of Incorporation of the
           Company as amended by the Board of Directors effective November 21,
           2002.

           Exhibit 10.1: Amendment dated October 18, 2002 to OEM Purchase
           Agreement with Agilent Technologies, Inc.

           Exhibit 10.2: OEM Purchase Agreement with Agilent Technologies, Inc.,
           incorporated by reference to our report on Form 10QSB filed
           October 26, 2001 (confidential treatment has been requested with
           respect to portions of this exhibit, and such confidential portions
           have been deleted and separately filed with the Securities and
           Exchange Commission pursuant to Rule24b-2 or Rule 406).

        b. Reports on Form 8-K
           None.


<PAGE>
                                   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 behalf of the undersigneds thereunto duly authorized.

NVE CORPORATION

Date: January 28, 2003


By /s/ Daniel A. Baker
- -------------------------------------
Daniel A. Baker
President and Chief Executive Officer


By /s/ Richard George
- -------------------------------------
Richard George
Chief Financial Officer

<PAGE>
                    CERTIFICATIONS PURSUANT TO SECTION 302

I, Daniel A. Baker, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of NVE Corporation.

2. Based on my knowledge, this quarterly 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 quarterly
report;

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
      a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly
         report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

      c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
      a) all significant deficiencies in the design or operation of internal
         controls, which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

      b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: January 28, 2003

/s/ Daniel A. Baker
- -------------------------------------
Daniel A. Baker
President and Chief Executive Officer


<PAGE>
I, Richard George, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of NVE Corporation.

2. Based on my knowledge, this quarterly 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 quarterly
report;

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
      a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly
         report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

      c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
      a) all significant deficiencies in the design or operation of internal
         controls, which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

      b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: January 28, 2003

/s/ Richard George
- -----------------------
Richard George
Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>articles-a.txt
<DESCRIPTION>AMENDED AND RESTATED ARTICLES OF INCORPORATION
<TEXT>
                      EX 3: AMENDED ARTICLES OF INCORPORATION EFFECTIVE 11/21/02

- --------------------------------------------------------------------------------
        The undersigned, an officer of the Corporation, hereby certifies that
the amended and restated Articles of Incorporation of the Corporation as set
forth below have been duly and validly adopted effective November 21, 2002 by
the Board of Directors of the Corporation pursuant to Minnesota Statutes
chapter 302A.402 Subd. 3.

        The purpose of this amendment is to effect a stock combination, and
does not adversely affect the rights or preferences of the holders of
outstanding shares of any class or series and will not result in the percentage
of authorized shares of any class or series that remains unissued after the
combination exceeding the percentage of authorized shares of that class or
series that were unissued before the combination.

        These restated Articles of Incorporation supercede the original
articles and all amendments to them.
- --------------------------------------------------------------------------------

                            AMENDED AND RESTATED

                         ARTICLES OF INCORPORATION
                                    OF
                              NVE CORPORATION
                (formerly known as Premis Corporation, Inc.)
       AS AMENDED BY THE BOARD OF DIRECTORS EFFECTIVE NOVEMBER 21, 2002


                                 ARTICLE I

Name

        The name of the Corporation is NVE Corporation.


                                 ARTICLE II

Registered Office

        The registered office of the Corporation is 11409 Valley View Road,
Eden Prairie, Minnesota, 55344.


                                 ARTICLE III

Authorized Capital

The aggregate number of shares of capital stock that the Corporation shall be
authorized to issue is 10,000,000 shares, 6,000,000 of which shall be Common
Stock, $.01 par value per share (the "Common Stock"), and 4,000,000 shares of
which shall be undesignated shares of capital stock, $.01 par value per share
(the "Undesignated Shares").  The Board of Directors is authorized to establish
from the Undesignated Shares, by resolution adopted and filed in the manner
provided by law, one or more classes or series of shares, to set forth the
designation of each such class or series and to fix the relative rights and
preferences of each such class or series to the full extent permitted by law.
In addition, and without limitation of the foregoing, the Board of Directors is
authorized to designate additional shares of any designated class or series of
capital stock (including Common Stock and any class of junior or preferred
stock) from the Undesignated Shares to the full extent permitted by law.  The
Board shall be authorized to issue shares of Common Stock to holders of Common
Stock and to holders of any class or series of Undesignated Shares and to issue
shares of any class or series of Undesignated Shares to holders of Common Stock


<PAGE>
and to holders of any class or series of Undesignated Shares, in any case, for
any purpose to the full extent permitted by law.


                                   ARTICLE IV

Cumulative Voting Prohibition

        No shareholder of the Corporation shall have any cumulative voting
rights.


                                    ARTICLE V

Preemptive Rights Prohibition

        No shareholder of the Corporation shall have any preemptive rights to
subscribe for, purchase or acquire any shares of the Corporation of any class,
whether unissued or now or hereafter authorized, or any obligations or other
securities convertible into or exchangeable for any such shares.


                                    ARTICLE VI

Voting Requirements

        The affirmative vote of the holders of a majority of the voting power
of the shares represented and voting at a duly held meeting of the shareholders
of the Corporation is required for an action of the shareholders, except where
Chapter 302A of the Minnesota Statutes requires the affirmative vote of a
majority of the voting power of all voting shares.


                                    ARTICLE VII

Number of Directors

        The number of directors of the Corporation shall be fixed in the manner
provided in the bylaws.


                                    ARTICLE VIII

Director Action by Written Consent

        Any action required or permitted to be taken at a meeting of the board
of directors of the Corporation not needing approval by the shareholders under
Chapter 302A of the Minnesota Statutes may be taken by written action signed by
the number of directors that would be required to take such action at a meeting
of the board of directors at which all directors were present.


                                     ARTICLE IX

Limitation of Director Liability

        No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for any breach of
fiduciary duty as a director; provided, however, that this provision shall not
eliminate or limit the liability of a director:


                                       p. 2
<PAGE>
a.        for any breach of the director's duty of loyalty to the Corporation
or its shareholders;

b.        for actions or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;

c.        under Section 302A.559 or 80A.23 of the Minnesota Statutes;

d.        for any transaction from which the director derived an improper
personal benefit; or

e.        for any act or omission occurring prior to the date when this
amendment to the Articles of Incorporation became effective.

        If Chapter 302A of the Minnesota Statutes, the Minnesota Business
Corporation Act, is hereafter amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation in addition to the limitation on the personal liability
provided herein, shall be limited to the fullest extent permitted by the
amended Chapter 302A of the Minnesota Statutes.  Any repeal or modification of
this Article by the shareholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
director of the Corporation at the time of such repeal or modification.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th day of
November, 2002.

                                         NVE Corporation

                                         /s/ Daniel A. Baker
                                         --------------------------------
                                         Daniel A. Baker, President & CEO



STATE OF MINNESOTA          )            The foregoing instrument was
                            )ss.         Acknowledged before me on this
County of      Hennepin     )            4th day of November, 2002.
          -----------------
                                         /s/ Curt A. Reynders
                                         --------------------------------
                                         (Notary Public)



(Notorial Seal)
                                       p. 3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>a-amend.txt
<DESCRIPTION>AMENDMENT TO OEM PURCHASE AGREEMENT WITH AGILENT TECHNOLOGIES, INC.
<TEXT>
                                             Agilent/NVE OEM Purchase Agreement
                                                                Amendment No. 1
                                                               October 18, 2002

                                  AMENDMENT TO
                             OEM PURCHASE AGREEMENT

THIS AMENDMENT ("AMENDMENT") TO OEM PURCHASE AGREEMENT BY AND BETWEEN AGILENT
TECHNOLOGIES, INC. AND NVE CORPORATION ("AGREEMENT") IS EXECUTED BY AND BETWEEN
AGILENT TECHNOLOGIES, INC. AND NVE CORPORATION AND IS MADE EFFECTIVE AS OF
OCTOBER 18, 2002.
WHEREAS, the parties desire to amend the Agreement as set forth in this
Amendment.
NOW, THEREFORE, in consideration of the background set forth above and for the
mutual promises and covenants contained in this Amendment and for other good
and valuable consideration, the parties agree as follows:

1.   Section 4.1.a. of the Agreement is hereby amended to read as follows:

"No later than seven (7) days after the execution of this Agreement, Agilent
shall pay to Supplier an initial $500,000 NRE. By November 15, 2002 Agilent
shall pay NVE additional NRE of $250,000, and by February 15, 2003, Agilent
shall pay NVE NRE of an additional $250,000."

2.  The conditions of Section 4.1.b. are considered to be met as of the date of
this amendment for the purposes of the Agreement.

3.   Exhibit B is hereby amended so that the column headers in the table
listing OEM Product prices and the timeline for price reductions for each such
product will read S+18 (18 months after the signing of the Agreement) rather
than S+12 (12 months after the signing).

4.   Section 1.3 of the Agreement is hereby amended so that the Term of the
Agreement will continue for five (5) years and nine (9) months from the
Commencement Date.

5.    Except as expressly amended above, all other terms, covenants and
conditions of the Agreement will continue in full force and effect without
change or modification.   All capitalized terms used in this Amendment, but not
otherwise defined in this Amendment, will have the meaning assigned to them in
the Agreement.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties to
this Amendment have caused this instrument to be executed by their respective
duly authorized representatives as of the day and year set forth above.

AGILENT TECHNOLOGIES, INC.                            NVE CORPORATION

BY: /s/ Tan Bian Ee                                   BY: /s/ Daniel Baker

Printed Name: Tan Bian Ee                             Printed Name: Daniel Baker

Title: President, Agilent Singapore & Malasia         Title: President & CEO

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
