U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-KSB/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2004 ______________ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number: 0-5378 ______ George Risk Industries, Inc. ____________________________ (Name of small business issuer in its charter) Colorado 84-0524756 ________ __________ (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) 802 South Elm Kimball, NE 69145 ___________ _____ (Address of principal executive (Zip Code) offices) Issuer's telephone number (308) 235-4645 _____________ Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Exchange on Which Registered None None ____ ____ Securities registered under Section 12(g) of the Act: Class A Common Stock, $.10 par value ____________________________________ (Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 [ ] Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for the most recent fiscal year. $ 2,411,000. __________ The aggregate market value of the voting stock held by non-affiliates of the Registrant as of July 28, 2004 was approximately $14,524,000 based upon the last reported sale, which occurred on July 27, 2004. For purposes of this disclosure, Common Stock held by officers and directors of the Registrant have been excluded in that such persons may be deemed to be "affiliates" as that term is defined under the rules and regulations promulgated under the Securities Act of 1933. This determination is not necessarily conclusive. The number of shares of the Registrant's Common Stock outstanding as of July 29, 2004 was 5,402,528. DOCUMENTS INCORPORATED BY REFERENCE None. Transitional Small Business Disclosure Format (Check one) Yes X; No ___ GEORGE RISK INDUSTRIES, INC. MANAGEMENT REPRESENTATION TO THE BOARD OF DIRECTORS We, the undersigned, acknowledge to the Board of Directors that we have: 1. Responsibility for developing and maintaining internal controls and disclosure controls that provide reasonable assurance that George Risk Industries, Inc. (GRI)'s financial statements and supplemental SEC disclosures present fairly the results of operation and the financial position of George Risk Industries, Inc. in accordance with generally accepted accounting principles and other applicable SEC regulation. 2. Responsibility for overseeing that the organization has cost effective risk and control management systems that provide reasonable assurance GRI's external disclosure objectives will be achieved. 3. Reviewed the significant control and risk issues identified by work units and management through the company's risk and control self-assessment process, and the significant issues identified by management and our External Auditor, Mason Russell West, LLC, that have been brought to our attention. We have initiated steps to adjust controls in areas where the error rates and/or residual risks identified related to the non-achievement of GRI's disclosure objectives were considered to be excessive and/or unacceptable. 4. Reviewed our process to manage risk and control and this year's report on our risk management process prepared for the Board of Directors. We are satisfied that our risk and control assessment framework process provides you, our Board of Directors, and our External Auditors, Mason Russell West, LLC, with a reliable and materially complete report on the status of risk and controls related to our external disclosure objectives as required by sections 302 and 404 of the Sarbanes-Oxley Act of 2002. /s/ Ken R. Risk _____________________________________ Ken R. Risk President and Chairman of the Board /s/ Stephanie Risk _____________________________________ Stephanie Risk Chief Financial Officer and Controller