10QSB

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
for the period ended October 31, 2005.

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
for the transition period from _____________ to ______________.

Commission file number  0-22760


                               ELECSYS CORPORATION
        (Exact name of small business issuer as specified in its charter)

                   Kansas                                  48-1099142
                   ------                                  ----------
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
              or organization)

                             15301 West 109th Street
                              Lenexa, Kansas 66219
                    (address of principal executive offices)

                                 (913) 647-0158
                           (Issuer's telephone number)

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the previous
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)

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: Common stock, $0.01 par value -
3,239,937 shares outstanding as of December 9, 2005.

Transitional Small Business Disclosure format (check one):     Yes ( )    No (X)

                      ELECSYS CORPORATION AND SUBSIDIARIES
                                   FORM 10-QSB
                         Quarter Ended October 31, 2005

                                      INDEX
                                                                            Page
PART I - FINANCIAL INFORMATION

ITEM I.  Consolidated Financial Statements

Condensed Consolidated Statements of Operations -
  Three months and six months ended October 31, 2005 and 2004 (Unaudited)     3

Condensed Consolidated Balance Sheets -
  October 31, 2005 (Unaudited) and April 30, 2005                             4

Condensed Consolidated Statements of Stockholders' Equity -
  Six months ended October 31, 2005 (Unaudited) and year ended April 30, 2005 5

Condensed Consolidated Statements of Cash Flows -
  Six months ended October 31, 2005 and 2004 (Unaudited)                      6

Notes to Condensed Consolidated Financial Statements (Unaudited)              7

ITEM 2.  Management's Discussion and Analysis or Plan of Operation            14

ITEM 3.  Controls and Procedures                                              23

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings                                                    24

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds          24

ITEM 3.  Defaults Upon Senior Securities                                      24

ITEM 4.  Submission of Matters to a vote of Security Holders                  24

ITEM 5.  Other Information                                                    24

ITEM 6.  Exhibits                                                             24

Signatures                                                                    25

                         PART I - FINANCIAL INFORMATION

ITEM 1.  Consolidated Financial Statements.

                      Elecsys Corporation and Subsidiaries
                      Consolidated Statements of Operations
                      (In thousands, except per share data)
                                   (Unaudited)

                                                     Three Months Ended        Six Months Ended
                                                        October 31,               October 31,
                                                   ----------------------   ----------------------
                                                      2005        2004         2005        2004
                                                   ----------  ----------   ----------  ----------
Sales                                                 $3,546      $3,172       $7,026      $6,088
Cost of products sold                                  2,379       2,227        4,836       4,359
                                                   ----------  ----------   ----------  ----------
Gross margin                                           1,167         945        2,190       1,729

Selling, general and administrative expenses             870         686        1,756       1,297
                                                   ----------  ----------   ----------  ----------

Operating income                                         297         259          434         432

Financial income (expense):
  Interest expense                                       (41)        (36)         (65)        (76)
  Interest income                                          1           1            2           1
                                                   ----------  ----------   ----------  ----------
                                                         (40)        (35)         (63)        (75)
                                                   ----------  ----------   ----------  ----------

Income from operations before income taxes               257         224          371         357

Income tax benefit                                        --          --           --          10
                                                   ----------  ----------   ----------  ----------

Net income                                             $ 257        $224        $ 371       $ 367
                                                   ==========  ==========   ==========  ==========
                                                   ==========  ==========   ==========  ==========

Net income per share information:
 Basic                                                 $0.08       $0.08        $0.11       $0.13
 Diluted                                               $0.08       $0.07        $0.11       $0.13

Weighted average common shares outstanding:
 Basic                                                 3,240       2,890        3,240       2,842
 Diluted                                               3,391       2,995        3,390       2,927


 See Notes to Consolidated Financial Statements.



                                     Page 3

                      Elecsys Corporation and Subsidiaries
                           Consolidated Balance Sheets
                        (In thousands, except share data)

                                                        October 31, 2005     April 30, 2005
                                                       ------------------   ----------------
                                                             (Unaudited)
ASSETS
 Current assets:
  Cash and cash equivalents                                         $331              $ 264
  Accounts receivable, less allowances of $124
    and $76, respectively                                          1,804              1,413
  Inventories                                                      3,496              2,890
  Prepaid expenses                                                   108                 85
                                                       ------------------   ----------------
 Total current assets                                              5,739              4,652

 Property and equipment, at cost:
  Land                                                               637                637
  Building and improvements                                        1,114              1,114
  Equipment                                                        2,456              2,370
                                                       -----------------    ----------------
                                                                  4,207               4,121
  Accumulated depreciation                                       (1,611)             (1,427)
                                                       -----------------    -----------------
                                                                  2,596               2,694

 Goodwill                                                            29                   7
 Intangible assets, net                                             320                 334
 Other assets, net                                                   12                  42
                                                       -----------------    ----------------
Total assets                                                     $8,696              $7,729
                                                       =================    ================

LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
  Accounts payable                                               $1,171              $1,163
  Accrued expenses                                                  637                 604
  Note payable to bank                                              650                  --
  Current maturities of long-term debt                              200                 100
                                                       -----------------    ----------------
 Total current liabilities                                        2,658               1,867

 Long-term debt, less current maturities                          1,145               1,340

 Stockholders' equity:
  Preferred stock, $.01 par value, 5,000,000 shares
     authorized; none issued and outstanding                         --                  --
  Common stock, $.01 par value, 10,000,000 shares
     authorized; issued and outstanding -  3,239,937                 32                  32
  Additional paid-in capital                                      8,926               8,926
  Accumulated deficit                                            (4,065)             (4,436)
                                                       -----------------    ----------------
 Total stockholders' equity                                       4,893               4,522
                                                       -----------------    ----------------
Total liabilities and stockholders' equity                       $8,696              $7,729
                                                       =================    ================

  See Notes to Consolidated Financial Statements.



                                     Page 4

                      Elecsys Corporation and Subsidiaries
            Condensed Consolidated Statements of Stockholders' Equity
                                 (In thousands)



                                               Common                 Additional                  Total
                                                Stock       Common     Paid-In    Accumulated  Stockholders'
                                            (# of shares)  Stock ($)   Capital      Deficit       Equity
                                            -------------  ---------  ----------  -----------  -------------
Balance at April 30, 2004                          2,791        $28      $8,140     $(5,135)         $3,033
 Net income                                           --         --          --          699            699
 Exercise of stock options                            35          1          34           --             35
 Conversion of subsidiary's
  subordinated debt                                  128          1         245           --            246
 Stock issued for NTG, LLC acquisition                 4         --           9           --              9
 Conversion of subordinated debt                     259          2         498           --            500
 Cashless exercise of warrants                        23         --          --           --             --
                                            -------------  ---------  ----------  -----------  -------------
Balance at April 30, 2005                          3,240         32       8,926      (4,436)          4,522
 Net income                                           --         --          --          371            371
                                            -------------  ---------  ----------  -----------  -------------
Balance at October 31, 2005 (unaudited)            3,240        $32      $8,926     $(4,065)         $4,893
                                            =============  =========  ==========  ===========  =============


    See Notes to Consolidated Financial Statements.



                                     Page 5

                      Elecsys Corporation and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)
                                                              Six months ended October 31,
                                                             ------------------------------
                                                                  2005            2004
                                                             --------------  --------------
Operating Activities:
Net income                                                            $371            $367
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
   Depreciation                                                        188             143
   Amortization                                                         22              17
   Provision for doubtful accounts                                      48              85
   Loss on disposal of assets                                            2               1
   Changes in operating assets and liabilities:
      Accounts receivable                                            (439)           (629)
      Inventories                                                    (606)           (181)
      Accounts payable                                                   8             314
      Accrued expenses                                                  33              17
      Other, net                                                         7              --
                                                             --------------  --------------
Net cash (used in) provided by operating activities                  (366)             134

Investing Activities:
Proceeds from disposal of property and equipment                         6               1
Purchases of property and equipment                                   (98)           (102)
Goodwill increase related to acquisition costs                        (22)              --
Costs incurred for intangible assets                                   (3)              --
                                                             --------------  --------------
Net cash (used in) investing activities                              (117)           (101)

Financing Activities:
Proceeds from exercise of stock options                                --               35
Principal payments on long-term debt                                 (100)           (417)
Proceeds from issuance of common stock                                 --              246
Borrowings on note payable to bank                                  2,320              525
Principal payments on note payable to bank                        (1,670)            (525)
                                                             --------------  --------------
Net cash provided by (used in) financing activities                   550            (136)
                                                             --------------  --------------
Net increase (decrease) in cash and cash equivalents                   67            (103)
Cash and cash equivalents at beginning of period                      264              330
                                                             --------------  --------------
Cash and cash equivalents at end of period                           $331             $227
                                                             ==============  ==============

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest                             $ 49              $61


See Notes to Consolidated Financial Statements.



                                     Page 6

                      Elecsys Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
     ACCOUNTING POLICIES

Nature of Operations
     Elecsys Corporation (the "Company") is a publicly traded holding company
with two wholly owned subsidiaries, DCI, Inc. and NTG, Inc. DCI, Inc. ("DCI")
designs, manufactures, and integrates custom electronic interface solutions for
original equipment manufacturers ("OEMs") in the medical, aerospace,
communications, industrial product, and other industries. DCI has specialized
capabilities to design and efficiently manufacture custom electronic assemblies
which integrate a variety of interface technologies, such as custom liquid
crystal displays, light emitting diode displays, and keypads, with circuit
boards and other electronic components. NTG, Inc. ("NTG") designs, markets, and
provides remote monitoring solutions for the gas and oil pipeline industry as
well as other industries that require remote monitoring.

Comprehensive Income
     The Company has no components of other comprehensive income; therefore
comprehensive income equals net income.

Recent Accounting Pronouncements
     In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123 (revised 2004) ("SFAS
123R"), Share-Based Payment. SFAS 123R establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods
and services or incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. SFAS 123R requires a public
entity to measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award and
to recognize that cost over the period during which an employee is required to
provide service in exchange for the award. Public entities filing as small
business issuers will be required to apply SFAS 123R in the first annual
reporting period beginning after December 15, 2005. The Company will adopt this
statement after its next fiscal year ending April 30, 2006. The adoption of SFAS
123R will likely have an impact on our consolidated financial statements. The
Company is unable to estimate the impact of adoption of this statement as the
impact will depend, in part, on stock option awards made prior to the adoption
date of the statement, whether awards granted were non-qualified or qualified,
the vesting period of those awards, and cancellation or forfeitures related to
both existing awards and new awards.

Stock-Based Compensation
     The Company accounts for its stock-based employee compensation plan under
the recognition and measurement principles of Accounting Principles Board
Opinion ("APB") No.



                                     Page 7

25, Accounting for Stock Issued to Employees, and the related interpretations.
Under APB No. 25, no employee compensation expense is recognized, as all options
granted under the plan had an exercise price equal to the market value of the
underlying common stock on the date of grant. The following table illustrates
the effect on net income and net income per share as if the Company had applied
the fair value recognition provision of SFAS No. 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation (in thousands, except per
share data):

                                                  Three Months Ended           Six Months Ended
                                                      October 31,                 October 31,
                                                -----------------------   -------------------------
                                                    2005          2004         2005           2004
                                                ---------     ---------   ----------     ----------
Net income, as reported                             $257          $224         $371           $367
Add:  Compensation expense, as reported               --            --           --             --
Deduct:  Total stock-based employee
  compensation expense determined under fair
  value based method for all options                   4            14            8             27
                                                ---------     ---------   ----------     ----------
Pro forma net income                                $253          $210         $363           $340
                                                =========     =========   ==========     ==========

Net income per share:
  Basic - as reported                              $0.08         $0.08        $0.11          $0.13
  Basic - pro forma                                $0.08         $0.07        $0.11          $0.12

  Diluted - as reported                            $0.08         $0.07        $0.11          $0.13
  Diluted - pro forma                              $0.08         $0.07        $0.11          $0.12


Shipping and Handling Costs
     Shipping and handling costs that are billed to our customers are recognized
as revenues in the period that the product is shipped. Shipping and handling
costs that are incurred by the Company are recognized as cost of sales.

Goodwill
     Goodwill is initially measured as the excess of the cost of an acquired
business over the fair value of the identifiable net assets acquired. The
Company recognized goodwill in its acquisition of the assets of NTG, LLC in
November 2004. The Company does not amortize goodwill, but rather reviews its
carrying value for impairment annually, and whenever an impairment indicator is
identified. The goodwill impairment test involves a two-step approach. The first
step is to identify if potential impairment of goodwill exists. If impairment of
goodwill is determined to exist, the second step of the goodwill impairment test
measures the amount of the impairment using a fair value-based approach.

Intangible assets
     Intangible assets consist of patents, trademarks, copyrights and
capitalized software. Intangible assets are amortized over their estimated 10
year useful lives using the straight-line method.

Impairment of Long-Lived Intangible Assets



                                     Page 8

     Long-lived assets, including amortizable intangible assets, are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset or group of assets may not be fully recoverable.
These events or changes in circumstances may include a significant deterioration
of operating results, changes in business plans, or changes in anticipated
future cash flows. If an impairment indicator is present, the Company evaluates
recoverability by a comparison of the carrying amount of the assets to future
undiscounted cash flows expected to be generated by the assets. If the sum of
the expected future cash flows is less than the carrying amount, the Company
would recognize an impairment loss. An impairment loss would be measured by
comparing the amount by which the carrying value exceeds the fair value of the
long-lived assets and intangibles.

Revenue Recognition
     The Company derives revenue from the manufacture of production units of
electronic assemblies, liquid crystal displays and remote monitoring equipment.
We also derive revenue from repairs and non-warranty services, engineering
design services and remote monitoring services. Production and repaired units
are billed to the customer and revenue is recognized after they are shipped and
title has transferred to the customer. Remote monitoring services are billed and
the revenue recognized at the end of the month after the services are completed.
For customers that utilize the Company's engineering design services, the
customer is billed and revenue is recognized after the design services or
tooling have been completed.

Inventory Valuation
     Inventories are stated at the lower of cost, using the first-in, first-out
(FIFO) method, or market value. The Company's industry is characterized by rapid
technological change, short-term customer commitments and rapid changes in
demand, as well as other market considerations. Provisions for estimated excess
and obsolete inventory are based on quarterly reviews of inventory quantities on
hand and the latest forecasts of product demand and production requirements from
our customers. Inventories are reviewed in detail on a quarterly basis utilizing
a 24-month time horizon. Individual part numbers that have not had any usage in
a 24-month time period are examined by manufacturing personnel for obsolescence,
excess and fair value. Parts that are not identified for common use or are
unique to a former customer or application are categorized as obsolete and are
discarded as part of our quarterly inventory write-down. If actual market
conditions or our customers' product demands are less favorable than those
projected, additional inventory write-downs may be required. The reserve balance
is analyzed for adequacy along with the inventory review each quarter.

Accounts Receivable
     Accounts receivable are recorded at cost less an allowance for doubtful
accounts. The Company performs ongoing credit evaluations of customers'
financial condition and makes provisions for doubtful accounts based on the
outcome of the credit evaluations. The Company also evaluates the collectibility
of accounts receivable based on specific customer circumstances, current
economic trends, historical experience and the age of past due receivables.
Unanticipated changes in customers' liquidity or financial position, which
results in an impairment of their ability to make payments, may require
additional provisions for doubtful accounts.



                                     Page 9

Warranty Reserve
     The Company has established a warranty reserve for rework, product
warranties and customer refunds. The Company provides a limited warranty for a
period of one year from the date of receipt of products by customers and
standard warranties require the Company to repair or replace defective products
at no cost to the customer or refund the customer's purchase price. The warranty
reserve is based on historical experience and analysis of specific known and
potential warranty issues. The product warranty liability reflects management's
best estimate of probable liability under the product warranties.


2.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements of
the Company include the accounts of the Company and its wholly owned
subsidiaries, DCI, Inc. and NTG, Inc. All significant intercompany balances and
transactions have been eliminated. The condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States 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 in the United States 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
October 31, 2005 are not necessarily indicative of the results that may be
expected for the year ending April 30, 2006.

     The balance sheet at April 30, 2005 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles in the United
States for complete financial statements.

     For further information, refer to the consolidated financial statements and
footnotes included in the Company' annual report on Form 10-KSB for the year
ended April 30, 2005.


3.   INVENTORIES

     Inventories are stated at the lower of cost or market, using the first-in,
first-out (FIFO) method. Inventories, net of reserves of approximately $205,000
and $286,000, for the periods ended October 31, 2005 and April 30, 2005,
respectively, are summarized by major classification as follows (in thousands):

                                     October 31, 2005      April 30, 2005
                                    ------------------    -----------------
       Raw material                            $1,984              $1,760
       Work-in-process                            931                 572



                                    Page 10

       Finished goods                             581                 558
                                    ------------------    -----------------
                                               $3,496              $2,890
                                    ==================    =================




4.   ACQUISITION

     In August 2003, DCI invested $100,000 to become a 19% member of Network
Technologies Group, LLC ("NTG, LLC"), a limited liability company formed by a
group of technical and management professionals who purchased the Network
Technologies business from LaBarge, Inc. DCI joined several other anticipated
key suppliers, key distributors, and independent investors in capitalizing NTG,
LLC. NTG, LLC supplies remote monitoring solutions utilizing the digital control
channels of the nation's cellular telephone network and established its initial
market in the oil and gas pipeline industry.

     On November 24, 2004 the Company acquired the other 81% interest in NTG,
LLC for total consideration consisting of approximately $301,000 in cash, the
Company's common stock valued at $10,000 and $30,000 of acquisition costs. In
exchange, the Company acquired certain assets, including all of the proprietary
technology, and assumed certain liabilities of NTG, LLC as part of the
transaction. The acquisition has been accounted for as a purchase and,
accordingly, the accompanying financial statements include the results of
operations of the Company's new subsidiary, NTG, Inc., from the date of the
acquisition. As part of this transaction, the original $100,000 investment in
NTG, LLC made by DCI was discounted by an impairment loss of $19,000 and
transferred to NTG, Inc. ("NTG"). In addition to the cash and stock paid, the
former members of NTG, LLC will receive quarterly cash payments equal to 4% of
NTG's net sales through November 2007. Additional consideration of approximately
$20,000 was paid and allocated to goodwill in the six-month period ended October
31, 2005.

     The purchase price was allocated as follows (in thousands):

          Receivables                                                $ 65
          Inventories                                                  83
          Property and equipment                                       71
          Goodwill                                                     29
          Other assets, including product technology                  357
          Less discounted 19% original investment in NTG, LLC        (81)
          Liabilities                                               (182)
          Issuance of common stock                                   (10)
                                                                 ---------
              Cost of acquisition, net of cash acquired             $ 332
                                                                 =========

     Intangible assets totaling $349,000 were identified and valued by an
independent third party valuation expert, which included product technology.
These intangible assets were determined to have a useful life of 10 years and
will be amortized over their useful life. Amortization expense for the
three-month and six-month periods ended October 31, 2005 was approximately
$9,000 and $17,000, respectively and will total approximately $35,000 for each
of



                                    Page 11

the next five fiscal years.


5.   NET INCOME PER SHARE

     The following table presents the calculation of basic and diluted income
per share (in thousands):

                                                 Three Months Ended           Six Months Ended
                                                    October 31,                  October 31,
                                              ------------------------   ------------------------
                                                   2005          2004         2005          2004
                                              ----------    ----------   ----------    ----------
Numerator:
Net income                                         $257          $224         $371          $367

Denominator:
Weighted average common shares
 outstanding - basic                              3,240         2,890        3,240         2,842
   Effect of dilutive options and warrants
    Outstanding                                     151           105          150            85
                                              ----------    ----------   ----------    ----------
Weighted average common shares
 outstanding - diluted                            3,391         2,995        3,390         2,927
                                              ==========    ==========   ==========    ==========


     Options to purchase 60,000 shares of common stock were determined to be
anti-dilutive and were not included in the computation of diluted net income per
share for the three-month period ended October 31, 2004. Options to purchase
61,000 shares of common stock and warrants that allow for the purchase of up to
45,625 shares of common stock were not included in the computation of diluted
net income per share for the six-month period ended October 31, 2004 because
they were also anti-dilutive.


6.   LINE OF CREDIT

     The Company has a $2,000,000 line of credit facility that is secured by
accounts receivable and inventory and is available for working capital. The line
of credit expires on December 31, 2005 and its borrowing capacity is calculated
as a specified percentage of accounts receivable and inventory. The line of
credit accrues interest at the prime rate plus .75% (7.5% at October 31, 2005)
and contains various covenants, including certain financial performance
covenants pertaining to the maintenance of debt to net worth and minimum net
worth ratios. As of October 31, 2005 there were $650,000 in borrowings
outstanding on the credit facility.


7.   SEGMENT REPORTING

     The Company operates two reportable business segments: Electronic Interface
Solutions and Remote Monitoring Solutions. Electronic Interface Solutions
("EIS") produces custom electronic assemblies which integrate a variety of
interface technologies, such as custom liquid



                                    Page 12

crystal displays, light emitting diode displays, and keypads, and also provides
repair services and engineering design services. The EIS business segment is
operated under the Company's DCI, Inc. subsidiary. The Remote Monitoring
Solutions ("RMS") segment designs, markets, and provides remote monitoring
services and is operated as NTG, Inc. The following table presents business
segment revenues, income (loss), and total assets for the three-month and
six-month periods ended October 31, 2005 and 2004 (in thousands).

                                                           Three Months Ended October 31, 2005
                                       --------------------------------------------------------------------------
                                          EIS          RMS        Unallocated       Eliminations         Total
                                       ---------    ---------    --------------    --------------    ------------
Sales:
  External customers                     $3,261         $285             $  --             $  --          $3,546
  Intersegment                              265           --                --             (265)              --
                                       ---------    ---------    --------------    --------------    ------------
Total sales                              $3,526         $285             $  --            $(265)          $3,546
                                       =========    =========    ==============    ==============    ============

Segment income (loss)                      $436        $(70)             $(88)             $(21)            $257
                                       =========    =========    ==============    ==============    ============

                                                           Three Months Ended October 31, 2004
                                       --------------------------------------------------------------------------
                                          EIS          RMS        Unallocated       Eliminations         Total
                                       ---------    ---------    --------------    --------------    ------------
Sales:
  External customers                     $3,172         $--               $--                $--          $3,172
  Intersegment                               --          --                --                 --              --
                                       ---------    ---------    --------------    --------------    ------------
Total sales                              $3,172         $--               $--                $--          $3,172
                                       =========    =========    ==============    ==============    ============

Segment income (loss)                      $316         $--             $(92)                $--            $224
                                       =========    =========    ==============    ==============    ============

                                                            Six Months Ended October 31, 2005
                                       --------------------------------------------------------------------------
                                          EIS          RMS         Unallocated      Eliminations         Total
                                       ---------    ---------    --------------    --------------    ------------
Sales:
  External customers                     $6,538         $488             $  --             $  --          $7,026
  Intersegment                              383           --                --             (383)              --
                                       ---------    ---------    --------------    --------------    ------------
Total sales                              $6,921         $488             $  --            $(383)          $7,026
                                       =========    =========    ==============    ==============    ============

Segment income (loss)                      $801       $(215)            $(188)             $(27)            $371
                                       =========    =========    ==============    ==============    ============

Total assets                             $8,492          $86            $3,898          $(3,780)          $8,696
                                       =========    =========    ==============    ==============    ============

                                                            Six Months Ended October 31, 2004
                                        -------------------------------------------------------------------------
                                          EIS         RMS        Unallocated       Eliminations         Total
                                        --------    --------    --------------    ---------------    ------------
Sales:
  External customers                     $6,088         $--               $--                $--          $6,088
  Intersegment                               --          --                --                 --              --
                                        --------    --------    --------------    ---------------    ------------
Total sales                              $6,088         $--               $--                $--          $6,088
                                        ========    ========    ==============    ===============    ============

Segment income (loss)                      $561         $--            $(194)                $--            $367
                                        ========    ========    ==============    ===============    ============

Total assets                             $6,351         $--            $4,277           $(3,337)          $7,291
                                        ========    ========    ==============    ===============    ============

         The following table reconciles total revenues to the products and
services offered by the Company (in thousands).



                                    Page 13

                                           Three Months Ended         Six Months Ended
                                              October 31,                October 31,
                                         -----------------------   -----------------------
                                              2005         2004         2005         2004
                                         ----------   ----------   ----------   ----------
Products and services:
  Electronic interface assemblies           $3,203       $3,038       $6,400       $5,847
  Remote monitoring solutions                  284           --          488           --
  Engineering services                          29          117           59          179
  Other                                         30           17           79           62
                                         ----------   ----------   ----------    ---------
Total sales                                 $3,546       $3,172       $7,026       $6,088
                                         ==========   ==========   ==========    =========


8.   WARRANTY

     The Company provides a limited warranty for a period of one year from the
date of a customer's receipt of its products. The Company's standard warranties
require the Company to repair or replace defective products at no cost to the
customer or refund the customer's purchase price. The Company's product warranty
liability reflects management's best estimate of probable liability under
product warranties. Management determines the liability based on known product
failures (if any), historical experience, and other currently available
evidence.

     The following table presents changes in the Company's warranty liability,
which is included in accrued expenses on the balance sheets (in thousands):

                                                  Six Months Ended
                                                     October 31,
                                             --------------------------
                                                   2005           2004
                                             -----------    -----------
        Balance at beginning of period              $59            $21
        Expense                                      47             39
        Warranty costs                             (24)           (20)
                                             -----------    -----------
        Balance at end of period                    $82            $40
                                             ===========    ===========


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

Overview

     Elecsys Corporation is a publicly traded holding company with two wholly
owned subsidiaries, DCI, Inc. and NTG, Inc. DCI, Inc. ("DCI") designs,
manufactures, and integrates custom electronic interface solutions for original
equipment manufacturers ("OEMs") in the medical, aerospace, communications,
safety systems, industrial product, and other industries. DCI has specialized
capabilities to design and efficiently manufacture custom electronic assemblies
which integrate a variety of interface technologies, such as custom liquid
crystal displays ("LCDs"), light emitting diode displays ("LEDs"), and keypads
with circuit boards and other electronic components. DCI seeks to become an
extension of the OEM's organization by



                                    Page 14

providing key expertise that enables rapid development and manufacture of
electronic products from product conception through volume production. NTG, Inc.
("NTG") designs, markets, and provides remote monitoring solutions for the oil
and gas pipeline industry as well as other industries that require remote
monitoring. NTG is an innovator of Internet-based, wireless remote monitoring
using the existing cellular infrastructure. NTG's Remote Monitoring Devices and
its ScadaNET(TM) Network provide full time, wireless status monitoring and alarm
notification regarding the performance of pipeline cathodic protection systems
over the internet. This low cost, highly reliable network provides prompt
notification of power outages, rectifier problems, and pipe-to-soil potentials
at test points, using the Internet, email, fax, and pager back-end networks.
Through its use of the existing cellular telephone network, the system delivers
a combination of high reliability and immediacy of data, at a reasonable cost.

     On October 6, 2005, the Company announced that it had signed an agreement
with Rose Construction Company, Inc. to build a new production and headquarters
facility for the Company in Olathe, Kansas. This new facility is planned to
contain both of its operating subsidiaries and will allow for increases in
production capacity and efficiency. The building will be located in the K.C.
Road Business Park, a short distance from its current facilities, and will be
approximately 60,100 sq ft in size. The Company worked with the City of Olathe,
Kansas, and has been approved for both Industrial Revenue Bonds and a tax
abatement to develop the project. The Company believes that the facility will
provide room for the projected growth of its subsidiaries and anticipates moving
to the new facility in summer 2006.

     On November 24, 2004, the Company paid the holders of the other 81% of
Network Technologies Group, LLC, ("NTG, LLC") approximately $301,000 in cash and
Company common stock valued at $10,000. In exchange, the Company acquired
certain assets, including all of the proprietary technology, and assumed certain
liabilities of NTG, LLC. DCI originally invested $100,000 in August 2003 to
become a 19% member of NTG, LLC and joined several other anticipated key
suppliers, key distributors, and independent investors in capitalizing the
company. As part of this transaction, the original $100,000 investment in NTG,
LLC made by DCI was discounted and transferred to the Company's new subsidiary,
NTG, Inc. Total consideration paid for the acquisition was approximately
$341,000 and included approximately $30,000 of acquisition costs. In addition to
the cash and stock paid, the former members of NTG, LLC will receive quarterly
cash payments equal to 4% of NTG's net sales through November 2007.

     On October 27, 2003, the Company received a notice from the American Stock
Exchange (the "Amex" or "Exchange") Staff indicating that the Company did not
comply with the Exchange's continued listing standards. Such standards include
minimum levels of stockholders' equity and required net earnings in a minimum
number of prior fiscal years. The Company sustained losses in prior fiscal years
as a result of the operations of its subsidiaries, including its subsidiary that
was sold in fiscal year 2002, and an impairment loss on goodwill due to the
adoption of Statement of Financial Accounting Standards ("SFAS") No. 142,
Goodwill and Other Intangible Assets. The Company submitted a plan to the
Exchange Staff on November 26, 2003 that sets forth definitive actions that
management expected would bring the



                                    Page 15

Company into compliance with the Exchange's continued listing standards. On
January 23, 2004, the Exchange Staff notified the Company that it accepted the
Company's plan and granted the Company an extension of time through April 27,
2005 to pursue its plan and regain compliance with the AMEX continued listing
standards. On August 3, 2005, the Exchange Staff notified the Company that its
financial results for the quarter and fiscal year ended April 30, 2005 resolved
the Company's deficiency in meeting the continued listing standards. Although
the Company has regained current compliance with the AMEX continued listing
standards, if within the next twelve months the Company again falls below those
standards, the Exchange staff will review both incidents of the Company falling
below the continued listing standards. If the incidents are determined to be
related, the Exchange staff will take appropriate action, which may include
delisting procedures.

Results of Operations

Three Months Ended October 31, 2005 Compared With Three Months Ended October 31,
2004.

     The following table sets forth, for the periods presented, certain
statement of operations data (in thousands) of the Company:

                                                      Three Months Ended
                                  ---------------------------------------------------------
                                       October 31, 2005               October 31, 2004
                                       ----------------               ----------------
Sales                                  $3,546       100.0%            $3,172       100.0%
Cost of products sold                   2,379        67.1%             2,227        70.2%
                                  ------------- --------------    ------------ ------------
Gross margin                            1,167        32.9%               945        29.8%
Selling, general and
  administrative expenses                 870        24.5%               686        21.6%
                                  ------------- --------------    ------------ ------------
Operating income                          297         8.4%               259         8.2%
Interest expense                         (41)       (1.2%)              (36)       (1.1%)
Interest income                             1         0.0%                 1         0.0%
                                  ------------- --------------    ------------ ------------
 Income from operations
  before income taxes                     257         7.3%               224         7.1%
Income tax benefit                         --         0.0%                --         0.0%
                                  ------------- --------------    ------------ ------------
Net income                              $ 257         7.3%              $224         7.1%
Net income per share - basic            $0.08                          $0.08
                                  =============                   ============
Net income per share - diluted          $0.08                          $0.07
                                  =============                   ============

     Sales for the three months ended October 31, 2005 were approximately
$3,546,000, an increase of $374,000 or 11.8% from $3,172,000 for the comparable
period of fiscal 2005. Sales at DCI increased approximately $354,000, or 11.2%,
from the prior year period. The increase was primarily the result of an increase
in new and existing customer orders at DCI, specifically in



                                    Page 16

the electronic assembly product line. Sales also increased, although at a slower
pace, in the LCD product line. The current period sales in the hybrids product
line were slightly lower than sales in the prior year period. Sales volumes at
NTG, which was acquired in November 2004, were $284,000 for the current period.
The sales at NTG increased $80,000 or 39.2% from the previous three-month period
ended July 31, 2005 and also contributed to the overall increase in sales shown
in the consolidated financial results. As a result of the timing of shipments
from orders in our backlog, we expect DCI sales volumes for the third quarter to
be similar or slightly lower than the sales volumes achieved in the current
quarter. We anticipate increases in sales in the fourth quarter of the current
fiscal year and continuing sales increases in the first two quarters of fiscal
2007. Backlog represents purchase orders in place from our customers that are
scheduled for shipment in future periods. Sales at NTG are expected to continue
at a modest growth rate over the next few quarters as the new products continue
to be marketed and additional marketplace applications for the products are
explored. Total backlog at October 31, 2005 was approximately $10,456,000, an
increase of approximately $4,693,000, or 81.4%, from a total backlog of
$5,763,000 on October 31, 2004 and an increase of $3,423,000 from a total
backlog of $7,033,000 on July 31, 2005.

     Gross margin can fluctuate from period to period due to a variety of
factors including, but not limited to, sales volume, product mix, and plant
efficiency. Gross margin for the three-month period ended October 31, 2005, was
32.9% of sales, or $1,167,000, compared to 29.8% of sales, or $945,000, for the
three-month period ended October 31, 2004. The increase in gross margin of
approximately $222,000 and 3.1% is primarily the result of increased sales
volumes in the electronic assembly and LCD product lines, overall product mix,
and the addition of NTG's products. We expect that gross margins over the next
few quarters will continue at or near our historical margins of 27% - 30%.

     Selling, general and administrative ("SG&A") expenses increased $184,000,
or 26.8%, to $870,000 in the three-month period ended October 31, 2005 from
$686,000 in the three-month period ended October 31, 2004. SG&A expenses were
24.5% of sales for the three-month period ended October 31, 2005 as compared to
21.6% of sales for the three-month period ended October 31, 2004. SG&A expenses
at NTG, our subsidiary acquired in November 2004, were approximately $161,000
for the current quarter, which represents engineering and marketing personnel
and personnel-related expenses. Corporate expenses and DCI's SG&A expenses were
$10,000 and $13,000 higher, respectively, than the comparable period in fiscal
2005. The increase in DCI's SG&A expenses is primarily the result of an increase
in the number of personnel in the sales and engineering departments which is
driven by our growth. We expect that our SG&A expenses will continue at or near
their current levels for the near term as a result of our continuing efforts to
invest in NTG product development and sales.

     Interest expense was $41,000 and $36,000 for the three-month periods ended
October 31, 2005 and 2004, respectively. The increase of $5,000, or 13.9%, was
due to higher borrowings outstanding on the line of credit as well as increases
in the line of credit interest rate which were partially offset by the payment
and conversion of the DCI subordinated note in September 2004. As of October 31,
2005 there was $650,000 in outstanding borrowings on the line of credit.


                                    Page 17

There were no outstanding borrowings from the operating line of credit as of
October 31, 2004. We expect to continue to utilize the operating line of credit
periodically in the next few quarters and anticipate that the amount of
outstanding borrowings will grow as our business continues to grow and debt
financing is needed to meet operating requirements.

     As a result of the above factors, net income was $257,000 for the
three-month period ended October 31, 2005 as compared to net income of $224,000
reported for the three-month period ended October 31, 2004.

Six Months Ended October 31, 2005 Compared With Six Months Ended October 31,
2004.

     The following table sets forth, for the periods presented, certain
statement of operations data (in thousands) of the Company:

                                                    Six Months Ended
                                  --------------------------------------------------
                                      October 31, 2005          October 31, 2004
                                      ----------------          ----------------
Sales                                $7,026      100.0%         $6,088       100.0%
Cost of products sold                 4,836       68.8%          4,359        71.6%
                                  ----------- ------------   ----------- -----------
Gross margin                          2,190       31.2%          1,729        28.4%
Selling, general and
  administrative expenses             1,756       25.0%           1,297        21.3%
                                  ----------- ------------   ----------- -----------
Operating income                        434        6.2%            432         7.1%
Interest expense                       (65)      (0.9%)           (76)       (1.3%)
Interest income                           2        0.0%              1         0.0%
                                  ----------- ------------   ----------- -----------
Income from operations
  before income taxes                   371        5.3%            357         5.9%
Income tax benefit                       --        0.0%             10         0.2%
                                  ----------- ------------   ----------- -----------
Net income                            $ 371        5.3%           $367         6.0%
Net income per share - basic          $0.11                      $0.13
                                  ===========                ===========
Net income per share - diluted        $0.11                      $0.13
                                  ===========                ===========

     Sales for the six months ended October 31, 2005 were approximately
$7,026,000, an increase of $938,000 or 15.4% from $6,088,000 for the comparable
period of fiscal 2005. Sales at DCI increased approximately $833,000, or 13.7%,
from the prior year period. The increase was primarily the result of an increase
in new and existing customer orders at DCI, specifically in the electronic
assembly and LCD product lines. The hybrids product line had sales during the
current period that were slightly lower than sales in the prior year period.
Sales volumes at NTG were $488,000 for the six-month period ended October 31,
2005 which also contributed to the overall increase in sales shown in the
consolidated financial results. As a result of the timing of shipments from
orders in our backlog, we expect DCI sales volumes for the third quarter to be



                                    Page 18

similar or slightly lower than the sales volumes achieved in the current
quarter. We anticipate increases in sales in the fourth quarter of the current
fiscal year and continuing sales increases in the first two quarters of fiscal
2007. Backlog represents purchase orders in place from our customers that are
scheduled for shipment in future periods. Sales at NTG are expected to continue
at a modest growth rate over the next few quarters as the new products continue
to be marketed and additional marketplace applications for the products are
explored.

     Gross margin for the six-month period ended October 31, 2005, was 31.2% of
sales, or $2,190,000, compared to 28.4% of sales, or $1,729,000, for the
six-month period ended October 31, 2004. The increase in gross margin of
approximately $461,000 and 2.8% is primarily the result of product mix,
increased sales volumes in the electronic assembly and LCD production product
lines and the addition of NTG's products. We continue to expect that gross
margins over the next few quarters will continue at or near our historical
margins of 27% - 30%.

     Selling, general and administrative ("SG&A") expenses increased $459,000,
or 35.4%, to $1,756,000 in the six-month period ended October 31, 2005 from
$1,297,000 in the six-month period ended October 31, 2004. SG&A expenses were
25.0% of sales for the six-month period ended October 31, 2005 as compared to
21.3% of sales for the six-month period ended October 31, 2004. The increase was
mainly due to SG&A expenses at NTG, our subsidiary acquired in November 2004,
that totaled approximately $357,000 for the year to date period and represents
the engineering and marketing personnel and personnel-related expenses at that
subsidiary. Corporate expenses and DCI's S&A expenses were $16,000 and $87,000
higher, respectively, than the comparable period in fiscal 2005. The increase in
DCI's SG&A expenses is primarily the result of an increase in the number of
personnel in the sales and engineering departments which is driven by our
growth. We expect that our SG&A expenses will continue at or near their current
levels for the near term as a result of our continuing efforts to invest in NTG
product development and sales.

     Interest expense was $65,000 and $76,000 for the six-month periods ended
October 31, 2005 and 2004, respectively. This decrease of $11,000, or 14.5%, was
due to lower borrowings outstanding during the recently completed six-month
period. The payment and conversion of the DCI subordinated note in September
2004 and the Elecsys subordinated note, that was owned by Eiger Investment Group
LLC, in January 2005 resulted in the total lower amount of borrowings
outstanding despite increases in borrowings on the line of credit during the
six-month period ended October 31, 2005 and increases in the line of credit
interest rate.

     Net income was $371,000 for the six-month period ended October 31, 2005 as
compared to net income of $367,000 reported for the six-month period ended
October 31, 2004.


Liquidity and Capital Resources

     Cash and cash equivalents increased $67,000 to $331,000 as of October 31,
2005 compared to $264,000 at April 30, 2005. This increase was the result of
cash used in operations



                                    Page 19

for increases in accounts receivable and inventory and purchases of equipment
during the period that were offset by cash borrowed on our line of credit.

     Operating activities. Our consolidated working capital increased
approximately $296,000 for the six-month period ended October 31, 2005 due to
increasing levels of inventory and accounts receivable slightly offset by an
increase in the operating line of credit and the current portion of long-term
debt. The increases in accounts receivable and inventory are a result of
increasing sales from bookings that have allowed our backlog to grow to over
$10,456,000. Operating cash receipts during the six-month period ended October
31, 2005 totaled approximately $6,636,000 while cash disbursements for
operations, which includes purchases of inventory and operating expenses, were
over $5,739,000. The Company utilizes its line of credit when necessary in order
to pay suppliers and meet operating cash requirements.

     Investing activities. The cash used of $117,000 in investing activities
during the six-month period ended October 31, 2005 was primarily the result of
purchases of equipment that are intended to increase production capacity and
improve productivity.

     Financing activities. For the six-month period ended October 31, 2005 there
was a net increase in outstanding borrowings on our operating line of credit of
$650,000 which was primarily utilized to finance the operations of DCI and NTG
during the period. Total borrowings on the operating line of credit for the
six-month period ended October 31, 2005 totaled $2,320,000 while total payments
on the operating line of credit for the six-month period ended October 31, 2005
totaled $1,670,000. The Company also made a scheduled payment of its existing
Industrial Revenue Bonds of $100,000 during the period.

     The Company has a $2,000,000 revolving line of credit facility that is
available for working capital and is secured by accounts receivable and
inventory. The line of credit expires on December 31, 2005 and its borrowing
capacity is calculated as a percentage of accounts receivable and inventory. The
line of credit accrues interest at the prime rate plus .75% (7.5% at October 31,
2005) and contains certain financial covenants pertaining to the maintenance of
debt to net worth and minimum net worth ratios. We believe we are in compliance
with all such covenants. We have utilized the line of credit for operating cash
during the six-month period ended October 31, 2005 which has resulted in a
balance of $650,000 on the line of credit. In planning for the new facility, we
entered into a new banking relationship with a regional lender based in Kansas
City, Missouri. This new relationship includes the financing of the new facility
as well as a new line of credit. This line of credit is expected to be in place
before December 31, 2005 and will be secured by accounts receivable and
inventory. The new line of credit will accrue interest at the prime rate plus
..5% and will contain certain financial covenants of which the Company would be
in compliance with as of October 31, 2005.

     We have a letter of credit with a bank related to the Industrial Revenue
Bonds for our Lenexa, Kansas facility which expires April 15, 2006. As a result
of the establishment of our new banking relationship, we have notified all
particular parties involved with the bonds of our intent to prepay the bonds on
December 30, 2005. We have worked with our new lender to put



                                    Page 20

into place a twelve-month mortgage that is expected to close before December 30,
2005. This mortgage will be paid in full upon the sale of our current building
and land and the completion of our new facility.

     Although there can be no assurances, we believe that existing cash, the
cash expected to be generated from the operations of DCI and NTG, amounts
available under our line of credit, and amounts available from trade credit,
will be sufficient to finance our currently anticipated working capital needs,
our capital expenditures for the foreseeable future, and our scheduled debt
repayments.

     The following table summarizes our contractual obligations as of October
31, 2005 (in thousands):

                                        Remaining          For the Fiscal Years Ending April 30
                            Total      Fiscal Year     2007     2008    2009    2010    Thereafter
                           ---------   ------------   ------   ------  ------  ------  ------------
Contractual obligations:
  Long-term debt             $1,470           $ --     $200     $170    $100    $100          $900
  Operating lease                49             27       22       --      --      --            --
                           ---------   ------------   ------   ------  ------  ------  ------------
Total                        $1,519            $27     $222     $170    $100    $100          $900
                           =========   ============   ======   ======  ======  ======  ============


                               Amount available at      Amount owed at
    Other obligations:           October 31, 2005      October 31, 2005        Expiration
                              ---------------------   ------------------   -------------------
      Line of credit                    $2,000,000             $650,000     December 31, 2005


Critical Accounting Policies

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and related disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. We cannot assure you that actual results
will not differ from those estimates. We believe the following critical
accounting policies affect our more significant judgments and estimates used in
the preparation of our consolidated financial statements.

     Revenue Recognition. We derive revenue from the manufacture of production
units of electronic assemblies, liquid crystal displays and remote monitoring
equipment. We also derive revenue from repairs and non-warranty services,
engineering design services and remote monitoring services. Production and
repaired units are billed to the customer after they are shipped. Remote
monitoring services are billed and the revenue recognized at the end of the
month after the services are completed. For customers that utilize our
engineering design services, we bill the customer and recognize revenue after
the design services or tooling have been completed. We require our customers to
provide a binding purchase order to verify the manufacturing services to be
provided. Typically, we do not have any post-shipment obligations that would
include customer acceptance requirements, training, installation or other
services.



                                    Page 21

     Inventory Valuation. Our inventories are stated at the lower of cost, using
the first-in, first-out (FIFO) method, or market value. Our industry is
characterized by rapid technological change, short-term customer commitments and
rapid changes in demand, as well as other market considerations. We make
provisions for estimated excess and obsolete inventory based on our quarterly
reviews of inventory quantities on hand and the latest forecasts of product
demand and production requirements from our customers. We review our inventory
in detail on a quarterly basis utilizing a 24-month time horizon. Individual
part numbers that have not had any usage in a 24-month time period are examined
by manufacturing personnel for obsolescence, excess and fair value. Parts that
are not identified for common use or are unique to a former customer or
application are categorized as obsolete and are discarded as part of our
quarterly inventory write-down. If actual market conditions or our customers'
product demands are less favorable than those projected, additional inventory
write-downs may be required. We typically accrue an amount into a reserve for
inventory excess and obsolescence each month. The reserve balance is analyzed
for adequacy along with the inventory review each quarter.

     Allowance for Doubtful Accounts. We perform ongoing credit evaluations of
our customers' financial condition and make provisions for doubtful accounts
based on the outcome of our credit evaluations. We also evaluate the
collectibility of our accounts receivable based on specific customer
circumstances, current economic trends, historical experience and the age of
past due receivables. Unanticipated changes in our customers' liquidity or
financial position, which results in an impairment of their ability to make
payments, may require additional provisions for doubtful accounts.

     Warranty Reserve. We have established a warranty reserve for rework,
product warranties and customer refunds. We provide a limited warranty for a
period of one year from the date of receipt of our products by our customers and
our standard warranties require us to repair or replace defective products at no
cost to the customer or refund the customer's purchase price. The warranty
reserve is based on historical experience and analysis of specific known and
potential warranty issues. The product warranty liability reflects management's
best estimate of probable liability under our product warranties.

Forward Looking Statements

     This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including, but not limited to, our
statements on strategy, operating forecasts, and our working capital
requirements and availability. In addition, from time to time, the Company or
its representatives have made or may make forward-looking statements, orally or
in writing. Such forward-looking statements may be included in, but are not
limited to, various filings made by the Company with the Securities and Exchange
Commission, press releases or oral statements made by or with the approval of an
authorized executive officer of the Company. Forward-looking statements consist
of any statement other than a recitation of historical fact and can be
identified by the use of forward-looking terminology such as "may," "expect,"
"anticipate,"



                                    Page 22

"estimate," or "continue" or the negative thereof or other variations thereon or
comparable terminology. Actual results could differ materially from those
projected or suggested in any forward-looking statements as a result of a wide
variety of factors and conditions, including, but not limited to, an inability
on the part of the Company to successfully integrate, market and grow NTG, Inc.,
the Company's dependence on its top five customers, reliance on certain key
management personnel, an inability to grow the Company's customer base,
potential growth in costs and expenses, an inability to refinance the Company's
existing debt on terms comparable to those now in existence, potential
deterioration of business or economic conditions for the Company's customers'
products, price competition from larger and better financed competitors, and the
factors and conditions described in the discussion of "Results of Operations"
and "Liquidity and Capital Resources" as contained in Management's Discussion
and Analysis of Financial Condition and Results of Operations of this report, as
well as those included in other documents the Company files from time to time
with the Securities and Exchange Commission, including the Company's quarterly
reports on Form 10-QSB, the annual report on Form 10-KSB, and current reports on
Form 8-K. Holders of the Company's securities are specifically referred to these
documents with regard to the factors and conditions that may affect future
results. The reader is cautioned that the Company does not have a policy of
updating or revising forward-looking statements and thus he or she should not
assume that silence by management of the Company over time means that actual
events are bearing out as estimated in such forward-looking statements.


ITEM 3.  Controls and Procedures

     (a) Evaluation of disclosure controls and procedures. The Company's Chief
Executive Officer and Chief Financial Officer have reviewed the Company's
disclosure controls and procedures as of the end of the period covered by this
report. Based on their evaluation, these officers have concluded that the
Company's disclosure controls and procedures are adequate and effective in
ensuring that material information relating to the Company that is required to
be included in the Company's filings with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 is made known to them.

     (b) Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that in management's estimates
could materially affect the Company's disclosure controls and procedures
subsequent to the date of the evaluation, including any corrective actions with
regards to significant deficiencies and material weaknesses.



                                    Page 23

                           PART II - OTHER INFORMATION


ITEM 1. Legal Proceedings.

          None.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

          Not Applicable.

ITEM 3. Defaults Upon Senior Securities

          Not Applicable.

ITEM 4. Submission of Matters to a vote of Security Holders

          On September 15, 2005, the Company held its annual meeting of
          stockholders during which Mr. Stan Gegen was reelected as a Class III
          director of the Company for a period of three years until the 2008
          Annual Meeting of Stockholders. Shares voted for the election of Mr.
          Gegen were 2,936,563. There were no shares that were voted against his
          appointment, 1,900 shares were withheld, and 301,474 shares were not
          voted. Mr. Robert D. Taylor, a Class I director, and Mr. Karl B.
          Gemperli, a Class II director, will continue to serve as directors of
          the Company until their elective terms end at the annual meeting of
          stockholders in 2006 and 2007, respectively.

ITEM 5. Other Information

          Not Applicable.

ITEM 6. Exhibits

          31.1 Rule 13a-14(a)/15d-14(a) Certification of President and Chief
          Executive Officer (Principal Executive Officer).
          31.2 Rule 13a-14(a)/15d-14(a) Certification of Vice President and
          Chief Financial Officer (Principal Financial and Accounting Officer).
          32.1 Section 1350 Certification of President and Chief Executive
          Officer (Principal Executive Officer).
          32.2 Section 1350 Certification of Vice President and Chief Financial
          Officer (Principal Financial and Accounting Officer).



                                    Page 24

                                   SIGNATURES



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


                                   ELECSYS CORPORATION


December 12, 2005                       /s/ Karl B. Gemperli
- -----------------------            ------------------------------------
Date                               Karl B. Gemperli
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)


December 12, 2005                      /s/ Todd A. Daniels
- -----------------------            ------------------------------------
Date                               Todd A. Daniels
                                   Vice President and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)



                                    Page 25

                                  EXHIBIT INDEX

Item            Description

31.1            Rule 13a-14(a)/15d-14(a) Certification of President and Chief
                Executive Officer (Principal Executive Officer).

31.2            Rule 13a-14(a)/15d-14(a) Certification of Vice President and
                Chief Financial Officer (Principal Financial and
                Accounting Officer).

32.1            Section 1350 Certification of President and Chief Executive
                Officer (Principal Executive Officer).

32.2            Section 1350 Certification of Vice President and Chief Financial
                Officer (Principal Financial and Accounting Officer).



                                    Page 26

EX-31

                                                                    EXHIBIT 31.1
  CERTIFICATIONS
  I, Karl B. Gemperli, certify that:
1)   I have reviewed this quarterly report on Form 10-QSB of Elecsys
     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 small business issuer'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 small business
     issuer and have:
     a)   Designed such disclosure controls and procedures 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 quarterly
          report is being prepared;
     b)   [omitted in accordance with section III.E. of SEC Release No.
          34-47986];
     c)   Evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented in this report our conclusion
          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
     d)   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 (the small business
          issuer's fourth fiscal quarter in the case of an annual report) 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(s) 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.

  Date:  December 12, 2005                    /s/ Karl B. Gemperli
                                           -------------------------------------
                                           Karl B. Gemperli
                                           President and Chief Executive Officer



                                    Page 27

EX-31

                                                                    EXHIBIT 31.2
  CERTIFICATIONS
  I, Todd A. Daniels, certify that:
1)   I have reviewed this quarterly report on Form 10-QSB of Elecsys
     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 small business issuer'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 small business
     issuer and have:
     a)   Designed such disclosure controls and procedures 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 quarterly
          report is being prepared;
     b)   [omitted in accordance with section III.E. of SEC Release No.
          34-47986];
     c)   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
     d)   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 (the small business
          issuer's fourth fiscal quarter in the case of an annual report) 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(s) 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.

  Date:  December 12, 2005                 /s/ Todd A. Daniels
                                      ------------------------------------------
                                      Todd A. Daniels
                                      Vice President and Chief Financial Officer



                                    Page 28

EX-32

                                                                    EXHIBIT 32.1

                      CERTIFICATION PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

     I, Karl B. Gemperli, Chief Executive Officer of Elecsys Corporation (the
"Company"), do hereby certify in accordance with 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:

     a)   The Company's Quarterly Report on Form 10-QSB for the quarterly period
          ended October 31, 2005, which this certification accompanies, fully
          complies with the requirements of Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended; and

     b)   The information contained in the Company's Quarterly Report on Form
          10-QSB for the quarterly period ended October 31, 2005, which this
          certification accompanies, fairly presents, in all material aspects,
          the financial condition and results of operations of the Company.


Date:  December 12, 2005                        /s/ Karl B. Gemperli
                                             ---------------------------------
                                             Karl B. Gemperli
                                             Chief Executive Officer
                                             (Principal Executive Officer)



                                    Page 29

EX-32

                                                                    EXHIBIT 32.2

                      CERTIFICATION PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

     I, Todd A. Daniels, Chief Financial Officer of Elecsys Corporation (the
"Company"), do hereby certify in accordance with 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:

     a)   The Company's Quarterly Report on Form 10-QSB for the quarterly period
          ended October 31, 2005, which this certification accompanies, fully
          complies with the requirements of Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended; and

     b)   The information contained in the Company's Quarterly Report on Form
          10-QSB for the quarterly period ended October 31, 2005, which this
          certification accompanies, fairly presents, in all material aspects,
          the financial condition and results of operations of the Company.


Date:  December 12, 2005                      /s/ Todd A. Daniels
                                           ------------------------------------
                                           Todd A. Daniels
                                           Chief Financial Officer (Principal
                                           Financial and Accounting Officer)



                                    Page 30