UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of June 2003

Silent Witness Enterprises Ltd.

6554 176 Street

Surrey, BC, Canada

V3S 4G5

(604) 574 1526

(Address of principal executive offices)

[indicate by check mark whether the registrant files or will file annual reports

under cover Form 20-F or Form 40-F]

Form 20-F X Form 40-F

[indicate by check mark whether the registrant by furnishing information contained

in this Form is also thereby furnishing the information to the Commission pursuant to

rule 12g3-2(b) under the Securities Exchange Act of 1934]

Yes No X

TABLE OF CONTENTS


SIGNATURES
	Silent Witness Third Quarter Report 2003
Consolidated Statements of Operations
Consolidated Balance Sheets
Consolidated Statements of Cash Flow
Notes to Interim Financial Statements: Segmented disclosures
Notes to Unaudited Consolidated Financial Statements

SIGNATURES

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


		SILENT WITNESS ENTERPRISES LTD.

Date: June 6, 2003		By: /s/ R. K. (Rob) Bakshi

		Name: R. K. (Rob) Bakshi
		Title: Chairman, President & CEO

Silent Witness Third Quarter Report 2003

Quarter Ended April 30, 2003
(Expressed in Canadian Dollars)

To Our Shareholders:

Revenues for the third quarter ended April 30, 2003 were $13,615,000, a 5 percent decrease from the prior year’s comparable quarter of $14,360,000. Earnings for the quarter totaled $456,000 compared to $515,000 during the prior year’s third quarter and represented basic earnings per share of $0.06 ($0.06 fully diluted) compared with $0.07 ($0.07 fully diluted) for the prior year’s third quarter. Cash flow from operations, including changes in working capital, totaled $2,077,000 compared with cash used in operations of $471,000 in the prior year’s third quarter. The stronger Canadian dollar reduced reported sales by approximately $876,000, or 6 percent, compared to the prior year’s third quarter.

For the nine months ended April 30, 2003, revenues increased by 2 percent to $43,682,000 from $42,791,000 in the prior year’s comparable period. Net income was $2,286,000, compared to $419,000 during the first nine months of the prior fiscal year. Earnings per share were $0.30 ($0.30 fully diluted) for the nine months ended April 30, 2003, compared with $0.06 ($0.06 fully diluted) in the prior year. Cash flow from operations, including changes in working capital, increased to $10,536,000, compared to cash used in operations of $4,865,000 during the prior year’s comparable period. The results for the nine months ended April 30, 2002, included a pre-tax charge of $2,502,000 for one-time business integration expenses associated with the acquisition and reorganization of the CCTV recorder business acquired from Gyyr, Inc.

Analysis

Sales of CCTV products totaled $10,927,000, a decrease of 12 percent from the prior year’s third quarter. Slower general economic conditions in the United States and secondarily in Europe and the stronger Canadian dollar contributed to the reduction in sales.

Sales in the Mobile Division were $2,136,000 during the third quarter, compared with $1,488,000 in the prior year’s third quarter. Revenue increased due to the sale of 1250 FareView systems to the San Francisco Taxi Association and better than expected sales to school bus customers.

Original Equipment Manufacturing (OEM) sales totaled $552,000, a 32 percent increase from the prior year’s third quarter. The growth in revenue was due to larger shipment volumes to The Stanley Works.

Revenue and earnings were affected by the strengthening Canadian dollar. During the fiscal third quarter the Canadian dollar averaged 1.48 per U.S. dollar compared to an average of 1.59 in the prior year’s fiscal third quarter. The change in exchange rate from the prior year’s fiscal third quarter reduced the current year’s fiscal third quarter revenue by approximately $876,000 and excluding the effect of balance sheet revaluation, reduced earnings and earnings per share by $256,000 and $0.03 per share respectively. The company reported a foreign currency loss of $293,000 (net of hedging gains of $339,000) compared to a foreign currency gain of $72,000 in the prior year’s third quarter due mainly to the revaluation of U.S. dollar accounts receivable.

At April 30, 2003, to partially protect against the further strengthening of the Canadian dollar, the Company had entered into agreements to sell U.S. $5 million over the period of May 2003 to May 2004 at prices ranging from CDN $1.3662 to CDN $1.4959 for each U.S. dollar. To protect against valuation loss of its accounts receivable denominated in U.S. dollars, the Company has the right to sell U.S. $ 4.2 million at a rate of CDN dollar 1.4361 for 1 U.S. dollar at May 31, 2003. The Company expects to add additional forward sales contracts to exchange U.S. dollars into Canadian dollars upon temporary weakness in the Canadian dollar, and to continue to protect against losses in accounts receivable by entering into separate 30 day hedging contracts.

Gross profit in the third quarter was 44 percent of sales, consistent with the prior year. The gross profit margin is lower than the nine month average of 45 percent due to the stronger Canadian dollar and sales in the third quarter contained a higher percentage of OEM and mobile products which have lower average gross margins.

For the third quarter ended April 30, 2003, expenses, before foreign currency gains and losses, totaled $4,979,000 or 37 percent of revenue compared to $5,539,000 or 39 percent of revenue in the prior year’s third quarter. The Company expects to continue its focus on cost containment and working capital management until economic conditions in its major markets improve.

On April 30, 2003, working capital totaled $25,404,000 compared to $22,437,000 at the end of fiscal 2002 and the working capital ratio increased to 5.98 from 3.83. Cash totaled $8,260,000 or 27 percent of current assets while inventory, prepaid expenses and accounts receivable were reduced compared to July 31, 2002. At the end of the third quarter inventory turns improved to 2.9 from 2.6 at July 31, 2002 and days sales in accounts receivable improved to 64 days from 80 days at July 31, 2002.

Business Update

Effective May 21, 2003, the Company sold its 16.5 percent interest in SmartSight Networks Inc. for cash to a subsidiary of Verint Inc. The transaction resulted in a pre-tax capital gain of approximately $784,000 to Silent Witness. In conjunction with the sale, Silent Witness entered into an OEM agreement allowing for the purchase of certain products from SmartSight.

The Company requires a more efficient operating facility to house its production, sales, research and development and administrative functions. During May 2003, the Company completed the purchase of land totaling $3,072,000 utilizing cash on hand. The company is currently considering proposals from real estate developers and intends to sell the land and complete an operating lease agreement for use of the proposed facility.

I would like to thank all of our customers, employees, directors, business partners, and shareholders for helping us achieve our goals.

Sincerely,

“R.K. (Rob) Bakshi”
Chairman, President & CEO
June 6, 2003

Silent Witness Enterprises Ltd.

Consolidated Statements of Operations


CANADIAN DOLLARS, UNAUDITED, PREPARED BY MANAGEMENT			THREE MONTHS ENDED APRIL 30					NINE MONTHS ENDED APRIL 30

			2003		2002			2003		2002

Revenue			$	13,615,312	$	14,360,314		$	43,682,099	$	42,791,409
Cost of sales				7,674,588		8,004,595			24,027,776		23,580,610

Gross margin				5,940,724		6,355,719			19,654,323		19,210,799
Operating expenses
	Sales and marketing			1,917,701		2,149,507			5,784,436		6,272,473
	General & administration			843,349		992,252			3,322,289		3,150,911
	Research and development (net of ITC)			1,103,767		1,349,855			3,134,041		3,714,847
	Amortization			842,582		811,156			2,395,409		2,282,713
	Service			271,841		236,350			628,120		777,226
	Integration costs of acquired business (note 4)			—		—			—		2,502,134
	Foreign currency loss (gain)			293,246		(71,953	)		825,444		(298,016	)

				5,272,486		5,467,167			16,089,739		18,402,288

Earnings before interest and income taxes				668,238		888,552			3,564,584		808,511
		Interest income (expense)		36,533		(45,580	)		36,562		(122,845	)

Earnings before income taxes				704,771		842,972			3,601,146		685,666
Income taxes expense				248,275		328,216			1,314,988		266,867

Net earnings for the period			$	456,496	$	514,756		$	2,286,158	$	418,799

Retained earnings, beginning of period			$	18,472,711	$	15,596,357		$	16,643,049	$	15,692,314
Net earnings for the period				456,496		514,756			2,286,158		418,799

Retained earnings, end of period			$	18,929,207	$	16,111,113		$	18,929,207	$	16,111,113

Earnings per share
		Basic	$	0.06	$	0.07		$	0.30	$	0.06
		Diluted	$	0.06	$	0.07		$	0.30	$	0.06

Weighted average number of shares
		Basic		7,502,962		7,536,960			7,527,723		7,040,520
		Diluted		7,709,614		7,903,968			7,744,667		7,514,644

Silent Witness Enterprises Ltd.

Consolidated Balance Sheets


CANADIAN DOLLARS, PREPARED BY MANAGEMENT		April 30, 2003		July 31, 2002

		Unaudited

ASSETS
Current assets
	Cash and cash equivalents	$	8,259,623	$	2,391,016
	Accounts receivable		10,283,612		12,736,269
	Income taxes recoverable		435,089		1,024,680
	Inventory		11,017,127		12,710,277
	Prepaid expenses and deposits		512,456		1,492,205

			30,507,907		30,354,447

	Investments		1,358,552		1,358,552
	Property, plant & equipment (net)		4,717,682		4,283,758
	Other assets (net)		6,348,136		7,782,406

			12,424,370		13,424,716

		$	42,932,277	$	43,779,163

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Accounts payable and accrued liabilities	$	4,671,912	$	5,081,086
	Warranty reserve		432,149		460,000
	Bank loan		—		2,376,450

			5,104,061		7,917,536
Long term liabilities
	Future income tax payable		963,461		368,381

Total liabilities			6,067,522		8,285,917
Shareholders’ equity
	Share capital
	Authorized:100,000,000 Common Shares without par value
	10,000,000 preference shares without par value of
	which 1,450,000 are designated as Series A preferred
	Common shares outstanding: 7,510,541 (2002: 7,596,241) (note 3)		17,888,815		18,784,295
	Contributed surplus		46,733		65,902
	Retained earnings		18,929,207		16,643,049

			36,864,755		35,493,246

		$	42,932,277	$	43,779,163

Commitments (note 5)

Silent Witness Enterprises Ltd.

Consolidated Statements of Cash Flow


CANADIAN DOLLARS, UNAUDITED, PREPARED BY MANAGEMENT			THREE MONTHS ENDED APRIL 30						NINE MONTHS ENDED APRIL 30

			2003			2002			2003			2002

Cash flows from operating activities
	Net earnings for the period		$	456,496		$	514,756		$	2,286,158		$	418,799
	Items not involving cash
		Amortization		842,582			811,156			2,395,409			2,282,713
		Future income taxes		281,308			262,000			595,080			692,343
		Stock- based compensation		(19,169	)		—			(19,169	)		—

				1,561,217			1,587,912			5,257,478			3,393,855
	Changes in non-cash working capital
		Accounts receivable		1,261,812			(639,461	)		2,452,657			(4,386,181	)
		Income taxes recoverable		(435,089	)		(102,323	)		589,591			(102,323	)
		Inventory		331,015			138,953			1,693,150			(1,947,149	)
		Prepaid expenses and deposits		306,741			40,975			979,749			(701,416	)
		Accounts payable and accrued liabilities		(759,796	)		(1,514,555	)		(409,174	)		(1,015,755	)
		Income taxes payable		(131,065	)		(12,077	)		—			(186,260	)
		Warranty reserve		(57,851	)		30,000			(27,851	)		80,000

				2,076,984			(470,576	)		10,535,600			(4,865,229	)
Cash flows from investing activities
		Acquisition of Gyyr product lines (note 2)		—			—			—			(13,686,893	)
		Purchase of other assets		—			(61,962	)		(79,386	)		(598,733	)
		Purchase of property, plant & equipment		(849,751	)		(331,256	)		(1,315,677	)		(707,053	)

				(849,751	)		(393,218	)		(1,395,063	)		(14,992,679	)
Cash flows from financing activities
		Share repurchases		(248,490	)		(94,600	)		(1,103,640	)		(987,925	)
		Issue of special warrants, net of fees (note 3)		—			152,275			—			14,116,772
		Bank loan		—			(36,750	)		—			14,371,366
		Principal payment		—			—			(2,376,450	)		(12,019,666	)
		Share issue		200,000			—			208,160			—
				(48,490	)		20,925			(3,271,930	)		15,480,547

Net increase (decrease) in cash and cash equivalents				1,178,743			(842,869	)		5,868,607			(4,377,361	)
Cash and cash equivalents, beginning of period				7,080,880			2,035,244			2,391,016			5,569,736

Cash and cash equivalents, end of period			$	8,259,623		$	1,192,375		$	8,259,623		$	1,192,375

Silent Witness Enterprises Ltd.

Notes to Interim Financial Statements: Segmented disclosures

CANADIAN DOLLARS, UNAUDITED, PREPARED BY MANAGEMENT


SEGMENT INFORMATION	CCTV		% of Total			Mobile		% of Total			OEM		% of Total			Total

FOR THE THREE MONTHS ENDED APRIL 30, 2003
Revenue	$	10,927,050		80	%	$	2,135,771		16	%	$	552,491		4	%	$	13,615,312
Cost of sales including sales and marketing		7,569,795		79	%		1,595,569		17	%		426,924		4	%		9,592,289

Segment profit	$	3,357,255		84	%	$	540,202		13	%	$	125,567		3	%	$	4,023,023

FOR THE THREE MONTHS ENDED APRIL 30, 2002
Revenue	$	12,452,795		87	%	$	1,488,139		10	%	$	419,380		3	%	$	14,360,314
Cost of sales including sales and marketing		8,783,562		87	%		1,015,802		10	%		354,738		3	%		10,154,102

Segment profit	$	3,669,233		87	%	$	472,337		11	%	$	64,642		2	%	$	4,206,212

SEGMENT INFORMATION	CCTV		% of Total			Mobile		% of Total			OEM		% of Total			Total

FOR THE NINE MONTHS ENDED APRIL 30, 2003
Revenue	$	34,980,490		80	%	$	6,602,376		15	%	$	2,099,233		5	%	$	43,682,099
Cost of sales including sales and marketing		23,804,894		80	%		4,510,931		15	%		1,496,386		5	%		29,812,212

Segment profit	$	11,175,596		81	%	$	2,091,445		15	%	$	602,847		4	%	$	13,869,887

FOR THE NINE MONTHS ENDED APRIL 30, 2002
Revenue	$	35,306,972		83	%	$	6,034,019		14	%	$	1,450,418		3	%	$	42,791,409
Cost of sales including sales and marketing		25,015,030		84	%		3,628,783		12	%		1,209,270		4	%		29,853,083

Segment profit	$	10,291,942		79	%	$	2,405,236		19	%	$	241,148		2	%	$	12,938,326


RECONCILIATION OF SEGMENT PROFITS	THREE MONTHS ENDED								NINE MONTHS ENDED

FOR THE PERIOD ENDED APRIL 30	2003				2002				2003				2002

Revenues	$	13,615,312	100	%	$	14,360,314	100	%	$	43,682,099	100	%	$	42,791,409	100	%
Cost of sales		7,674,588	56	%		8,004,595	56	%		24,027,776	55	%		23,580,610	55	%

Gross margin		5,940,724	44	%		6,355,719	44	%		19,654,323	45	%		19,210,799	45	%
Sales and marketing		1,917,701	14	%		2,149,507	15	%		5,784,436	13	%		6,272,473	15	%

Segment profit	$	4,023,023	30	%	$	4,206,212	29	%	$	13,869,887	32	%	$	12,938,326	30	%


GEOGRAPHIC INFORMATION	THREE MONTHS ENDED								NINE MONTHS ENDED

FOR THE PERIOD ENDED APRIL 30	2003				2002				2003				2002

United States	$	10,412,703	77	%	$	10,215,257	71	%	$	33,805,298	78	%	$	33,371,855	78	%
International		2,779,315	20	%		3,700,632	26	%		8,039,833	18	%		8,353,907	20	%
Canada		423,294	3	%		444,425	3	%		1,836,968	4	%		1,065,647	2	%

Segment revenues	$	13,615,312	100	%	$	14,360,314	100	%	$	43,682,099	100	%	$	42,791,409	100	%

Notes to Unaudited Consolidated Financial Statements

Quarter ended April 30, 2003 (Expressed in Canadian Dollars)

The Company’s interim consolidated financial statements do not include all disclosures required by Canadian generally accepted accounting principles for annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements for the year ended July 31, 2002.

1. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used in preparing these interim consolidated financial statements are consistent with those used in preparing the Company’s annual consolidated financial statements for the year ended July 31, 2002 except that effective August 1, 2001, the Company adopted the new recommendations of The CICA Accounting Standard, Section 3870 — Stock-based Compensation and Other Stock-based payments. The new recommendations are applied prospectively to all stock-based payments to employees granted on or after August 1, 2001. The new recommendations are applied retroactively to all stock appreciation rights granted before August 1, 2001. The change in accounting policy resulted in an adjustment of $153,476 to the Company’s opening retained earnings and contributed surplus for fiscal 2002. In accordance with the new standard the company recorded an adjustment to contributed surplus of $87,574 to recognize the SAR’s exercised during fiscal 2002, and to reflect the SAR’s outstanding and change in market price at July 31, 2002. An adjustment of $19,169 to contributed surplus for outstanding SAR’s was recorded for the nine months ended April 30, 2003.

As allowed by Section 3870, no compensation cost is recorded for the Company’s stock options under the Long-term Compensation Plan. Consideration paid by employees on the exercise of stock options is recorded as share capital. This policy is unchanged from that previously applied by the Company.

2. BUSINESS COMBINATIONS

Effective September 12, 2001, the Company acquired the assets of the CCTV Products Division of Gyyr, Inc. The transaction has been accounted for by the purchase method with the results of operations included in these financial statements from the date of acquisition. Details of the assets acquired and consideration given are as follows:

Net assets acquired, at assigned values:


Inventory	$	5,637,172
Property, plant and equipment		1,842,594
Software		6,486,995
Intellectual property		1,488,562
Accounts payable and assumed liabilities		(1,768,430	)

Cash consideration paid	$	13,686,893

3. SHARE CAPITAL

In October 2001, the Company sold 1,395,351 Special Warrants for net proceeds of $14,298,683 (net of tax). Each Special Warrant was sold for $10.75 and entitles the holder to receive, without further payment, one Common Share and one-half of a Common Share Purchase Warrant upon the exercise or deemed exercise of each Special Warrant. Each whole Common Share Purchase Warrant is exercisable for a period of 18 months from closing and entitles the holder to purchase one additional Common Share at $13.25 per share.

On December 12, 2001, the Special Warrants were converted to 1,395,351 Common Shares and 697,675 Common Share Purchase Warrants. Net proceeds were used to retire bank debt.

4. BUSINESS INTEGRATION COSTS

Effective September 12, 2001, the Company entered into a 90-day transitional services agreement with Gyyr Inc. Services provided under the agreement included sales and marketing, manufacturing and inventory management, technical service, research and development and certain general and administrative functions and were charged to expense. The Company paid Gyyr Inc., the actual cost of the services performed plus a fee of US$ 400,000 per month. For the six months ended January 31, 2002, the cost of the fees plus certain integration costs, totaling $2,502,134 were charged to integration expense. Costs for the acquisition of equipment and leasehold improvements for the future production of video storage and networking products were capitalized.

5. COMMITMENTS

Because of the need for a more efficient operating facility, on October 11, 2002, the Company entered into agreements to purchase 11.9 acres of land in Surrey, British Columbia for $3,072,000. The Company intends to use a portion of this site for the construction of a new facility to house its production, sales, research and development and administrative functions currently performed at its head office in Surrey. A portion of the land was acquired during the third quarter of fiscal 2003 for $369,000 and on May 5, 2003, the remaining portion of land was acquired for $2,703,000. The land purchase was funded from cash on hand.

The Company is currently considering proposals from real estate developers and intends to sell the land and complete an operating lease agreement for use of the land and proposed facility. Leases of the Company’s current premises expire March 31, 2004.

6. SALE OF INVESTMENT IN SMARTSIGHT NETWORKS INC.

On May 22, 2003, the Company sold its 15% interest in SmartSight Networks Inc. for $2,142,000 in cash. The transaction resulted in a pre-tax capital gain of $784,000.

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SILENT WITNESS ENTERPRISES LTD 6-K