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


                                  FORM 10-QSB/A


[x]      Quarterly report pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934

         For the quarterly period ended December 31, 2003

[ ]      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the transition period from ______ to _________.


Commission File Number 0-12817

                             PERFECTDATA CORPORATION
        (Exact Name of Small Business Issues as Specified in Its Charter)


                     CALIFORNIA                             95-3087593
         (State or Other Jurisdiction of               (I.R.S. Employer
          Incorporation or Organization)              Identification  Number)

                1445 East Los Angeles Avenue
                Suite 208
                Simi Valley, California 93065              (805) 581-4000
     (Address of Principal Executive Offices)        (Issuer's Telephone Number,
                                                        Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
                                                     -----           ------

As of February 27, 2004, there were 6,209,530 shares of Common Stock
outstanding.

Transitional Small Business Disclosure Format:

                                                 Yes              No   X
                                                    ----             -----



PART I            FINANCIAL INFORMATION

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

Proposed Sale of Current Business Operations

     As previously  reported,  on October 3, 2003,  the Company  entered into an
Asset Purchase Agreement (the "APA") with Spray Products Corporation  ("Spray"),
pursuant  to which the  Company  agreed to sell to Spray (or a Spray  affiliate)
substantially  all of the  operating  assets of the Company for a price equal to
the sum of the  value of the  inventory,  collectible  accounts  receivable  and
$100,000, less the amount of trade payables which are being assumed by Spray.

     Since  November 1, 2003,  Spray has,  pursuant to the APA, been acting as a
manager  for  the  fulfillment  of  orders  from  the  Company's  customers.  As
compensation  for Spray's  services,  Spray is  receiving a fee of 7 1/2% of net
sales.  As a result of the management  arrangement  with Spray,  the Company has
moved to smaller facilities and reduced its staff,  thereby reducing its ongoing
overhead  expenses.  As an example,  the Company  expects to save  approximately
$11,000 per month in rent and related facility costs.

     The Board of Directors, after consultation with certain major shareholders,
had elected in June 2003, to sell the operating  business  assets of the Company
because,  despite efforts by the Company during the prior fiscal years which had
increased  sales and reduced  expenses,  the Company  continues  to operate at a
loss,  thereby  diluting the Company's cash, which is its major asset. The Board
concluded  that a sale or  liquidation  of the operating  assets was in the best
interests of the Company and its  shareholders  even if no acquisition or merger
(including the then pending transaction with SuperCom) was effected.

     The  Company  will seek  shareholders'  approval,  by  consents  in lieu of
holding a meeting, to permit the sale of its operating assets to Spray.

     At  such  time  as  the  Company  has  obtained   formal  approval  of  its
shareholders  to permit the sale to Spray,  the Company will have no  operations
and will  thereafter  receive  no  revenues  until an  acquisition  or merger is
effected.

Efforts to Seek Another Merger or Acquisition Candidates

     As  previously  reported,  on July 2, 2003,  the Company  entered  into the
Merger Agreement and related agreements with SuperCom,  an Israeli  corporation,
culminating the negotiations which had begun in April 2003.  SuperCom is engaged
in the research, development and marketing of advanced technologies and products
for  government  secured ID projects and smart card  production  technology.  On
January 20, 2004, the Company reported that the Merger Agreement had terminated.

     The Board of  Directors  of the Company  does not intend to  liquidate  the
Company, but instead, with the Company having cash or cash equivalents currently
in excess of $1,500,000, the Board intends to continue its search for a suitable
merger  or  acquisition  candidate.   Even  though  the  Company  will  have  no
operations,  the Company believes its listing is valuable and therefore makes it
a viable merger  candidate.  During the past three fiscal years, the Company had
been seeking  acquisitions  which have not been related to its current business.
The Board was of the opinion that  profitability on a continuous basis would not
be achieved  absent an  acquisition  of a new business or businesses  and/or new
products. However, the Board can not determine when any such acquisition will be
consummated,  if at all.  During  recent  years,  three  potential  acquisitions
(including  SuperCom)  were  actively  pursued;   however,  all  terminated  for
different reasons and the Company incurred expenses in connection therewith.

Critical Accounting Policies

     Management believes that the following  discussion  addresses the Company's
most critical accounting policy, which is most important to the portrayal of the
Company's  financial  condition  and results,  and requires the most  difficult,
subjective  and  complex  judgments,  often  as a  result  of the  need  to make
estimates  about the effect of matters that are inherently  uncertain.  Prior to
November 1, 2003, the date on which Spray assumed responsibility for fulfillment
of customer  orders,  management also included a discussion of its evaluation of
inventory as a critical accounting policy on an on-going basis.

Allowance for Doubtful Accounts:

     The Company  evaluates the  collectibility  of its accounts  receivable and
provides an  allowance  for  estimated  losses  that may result from  customers'
inability to pay.  The amount of the reserve is  determined  by analyzing  known
uncollectible  accounts,  aged  receivables  and  customers'  credit-worthiness.
Amounts later  determined and specifically  identified to be  uncollectible  are
written off against the allowance.

Results of Operations

     Net sales for the third fiscal  quarter ended  December 31, 2003  ("current
quarter") increased $136,000,  or 27%, to $636,000 from net sales of $500,000 in
the year-earlier  period.  Net sales for the nine months ended December 31, 2003
("current nine-month period") increased $515,000, or 33%, to $2,069,000 from net
sales of  $1,554,000 in the  year-earlier  period.  The  increased  sales were a
result of an increase in sales  volume with the  Company's  existing  customers.
Spray's  management of the operations,  as described under the caption "Proposed
Sale of  Current  Business  Operations"  in this  Item 2, had no  effect  on the
increased sales in the current quarter.

     Cost of Goods Sold  ("Costs") as a percentage  of net sales for the current
quarter and current nine-month period was 66% and 65% respectively,  as compared
to 65% in each of the  respective  year-earlier  periods.  The increase in Costs
primarily related to the interim management fee for Spray.

     Selling,  General and Administrative  Expenses ("Expenses") for the current
quarter  were  $431,000 as compared  to  $310,000  in the  year-earlier  period.
Expenses  for the  current  nine-month  period  were  $1,201,000  as compared to
$1,066,000 in the year-earlier  period.  The increase in Expenses in the current
quarter directly relates to costs associated with the SuperCom  transaction,  as
well as severance pay and related taxes paid to employees  whose  employment was
terminated when the Company transferred its order fulfillment to Spray. Expenses
in both the  current  nine-month  period and the  year-earlier  period have been
impacted  by the  efforts  to seek a  strategic  acquisition.  An  aggregate  of
$226,000 in Expenses  relating to the SuperCom  transaction were incurred in the
current  nine-month  period and an aggregate of $115,000 in Expenses relating to
an aborted  transaction were incurred in the year-earlier  period.  In addition,
the Company recorded in the current nine-month period a compensation  expense of
$51,500 related to the 50,000 shares of the Company's Common Stock issued to the
Chairman of the Audit Committee for his services as such.

     Other  Income for the current  quarter  was  primarily  dividend  income of
$4,000 as  compared  to dividend  income of $9,000 in the  year-earlier  period.
Other Income for the current  nine-month period was primarily dividend income of
$15,000 as compared to dividend income of $33,000 in the year-earlier period.

     The  increased  net loss in the  current  quarter  directly  related to the
increased  Expenses,  as described  above. The decreased net loss in the current
nine-month period directly related to the increased sales.

Liquidity and Capital Resources

     The Company's cash and cash equivalents  decreased  $67,000 from $2,173,000
at March 31, 2003 to  $2,106,000  at December  31,  2003.  The  decrease in cash
during  the  current  nine-month  period  resulted  from cash used in  operating
activities  of  $67,000,  which  was  primarily  the  result  of the net loss of
$471,000  partially offset by a decrease in inventories and accounts  receivable
and an increase in accounts payable and accrued expenses.

     As a result of the  continuing  negative  cash flows from  operations,  the
Company is dependent on the  proceeds  from its March 2000 private  placement in
order to meet its payable  requirements.  On March 31, 2000,  certain  investors
(including two of the current directors) purchased from the Company an aggregate
of  1,333,333  shares of the  Common  Stock at $2.25  per share or an  aggregate
purchase  price of  $2,999,999.25.  The net  proceeds  approximated  $2,895,000.
Because all of such funds were not  required  for  operations,  the funds deemed
excess were invested in a working capital management account with Merrill Lynch,
Pierce, Fenner & Smith Incorporated  ("Merrill Lynch"). As reported in Note 2 to
the Financial Statements in the Annual Report, as of March 31, 2003, the Company
had approximately  $2,173,000 of cash equivalents in two financial institutions,
which exposes the Company to a concentration of credit risk. The Company had, as
of that date,  approximately  $2,138,000  invested in highly liquid money market
instruments with Merrill Lynch, which are not federally  insured.  The remaining
$35,000 was deposited at a bank, which is federally  insured up to $100,000.  As
of December 31, 2003,  the Company had  $1,886,700 in its Merrill Lynch account,
which exposes the Company to the same  concentration of credit risk as described
in the Annual Report.

     The  Company  believes  that,  as a  result  of the cash  described  in the
preceding  paragraph and assuming  consummation of the proposed sale of business
operations  to Spray,  the  Company's  working  capital is  adequate to fund its
operations and its  requirements for the balance of the fiscal year ending March
31, 2004 and for the fiscal year ending March 31, 2005 ("fiscal  2005").  In the
event,  which in the opinion of management is deemed unlikely,  that the sale to
Spray is not  consummated,  the Board  believes  that the Company  would  either
continue to operate the business for a short period while seeking  another buyer
or, more likely, would liquidate its operations in an orderly fashion. In either
event,  the Company  believes  it has  adequate  working  capital to continue to
operate  for  fiscal  2005  while  seeking a  suitable  merger  and  acquisition
candidate.




Recent Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal  Activities.  SFAS No. 146 addresses  financial  accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging Issues Task Force (EITF) Issue 94-3, Liability  Recognition for Certain
Employee  Termination  Benefits  and  Other  Costs  to  Exit  an  Activity.  The
provisions of this Statement are effective for exit or disposal  activities that
are initiated after December 31, 2002, with early  application  encouraged.  The
adoption  of SFAS No.  146 is not  expected  to have a  material  effect  on the
Company's financial statements.

Forward-Looking and Cautionary Statements

     With the exception of historical information, the matters discussed in this
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  include  certain  forward-looking  statements that involve risks and
uncertainties.   The  Company  is  hereby   identifying   information   that  is
forward-looking and, accordingly,  involves risks and uncertainties,  including,
without  limitation,   statements   regarding  the  Company's  future  financial
condition  and  the  success  of the  Company's  efforts  to  seek a  merger  or
acquisition partner and the proposed sale to Spray. Other risks are discussed in
the Annual Report 2003. As a result,  actual results may differ  materially from
those described in the forward-looking  statement. The Company cautions that the
foregoing  list of  important  factors is not  exclusive.  The Company  does not
undertake to update any forward-looking statement in this Report.

PART II           OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

(a)    Exhibits

       Exhibit No.                     Description of Exhibit

        10.1        Asset Purchase Agreement entered into as of October 3, 2003
                    by and between PerfectData Corporation and Spray
                    Products Corporation(1)

        31.1        Certification of Chief Executive Officer Pursuant to Rule
                    13a-14 under the Securities Exchange Act of 1934 (2)

        31.2        Certification of Chief Financial Officer Pursuant to Rule
                    13a-14 under the Securities Exchange Act of 1934 (2)

        32          Certification Pursuant to Section 906 of Sarbanes-Oxley
                    Act of 2002 (3)
----------------------

         (1) Incorporated by reference to the Company's Current Report on Form
             8-K filed on October 8, 2003.

         (2) Filed herewith.

         (3) Furnished herewith.



(b)      Reports on Form 8-K

  1) On January 20, 2004, the Company filed a Form 8-K reporting, under Item
     5, that on January 20, 2004, the Company  issued a press release  reporting
     that the Agreement and Plan of Merger and  Reorganization  dated as of July
     2, 2003 by and between PerfectData and SuperCom Ltd. and related agreements
     were terminated.


                                    SIGNATURE


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


                           PERFECTDATA CORPORATION



                           By: /s/ Irene J. Marino
                                   -------------------------
                                    Irene J. Marino
                                    Authorized Officer and Principal Financial
                                    and Accounting Officer








Date:  March 2, 2004






                             PerfectData Corporation
                          Index to Exhibits Filed with
                         Quarterly Report on Form 10-QSB


Exhibit No.            Description of Exhibit                               Page

31.1          Certification of Chief Executive Officer Pursuant to Rule      E-2
              13a-14 under the Securities Exchange Act of 1934

31.2          Certification of Chief Financial Officer Pursuant to Rule      E-4
              13a-14 under the Securities Exchange Act of 1934

32            Certification Pursuant to Section 906 of Sarbanes-             E-6
              Oxley Act of 2002