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<SEC-DOCUMENT>0000740664-01-000006.txt : 20010214
<SEC-HEADER>0000740664-01-000006.hdr.sgml : 20010214
ACCESSION NUMBER:		0000740664-01-000006
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20001031
FILED AS OF DATE:		20010213

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			R F INDUSTRIES LTD
		CENTRAL INDEX KEY:			0000740664
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC CONNECTORS [3678]
		IRS NUMBER:				880168936
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		
		SEC FILE NUMBER:	000-13301
		FILM NUMBER:		1537440

	BUSINESS ADDRESS:	
		STREET 1:		7610 MIRAMAR RD
		STREET 2:		BLDG 6000
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92126
		BUSINESS PHONE:		6195496340

	MAIL ADDRESS:	
		STREET 1:		7620 MIRAMAR RD #4100
		STREET 2:		7620 MIRAMAR RD #4100
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92126-4202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CELLTRONICS INC
		DATE OF NAME CHANGE:	19910204
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

                   Annual Report Under Section 13 or 15(d) of

                       The Securities Exchange Act of 1934

                   For the fiscal year ended October 31, 2000

                         Commission File Number 0-13301

                               RF INDUSTRIES, LTD.

                 (Name of small business issuer in its charter)

                                Nevada 88-0168936

          (State of Incorporation) (I.R.S. Employer Identification No.)

         7610 Miramar Road, Bldg. 6000 San Diego, California 92126-4202

               (Address of principal executive offices) (Zip Code)

                        (858) 549-6340 FAX (858) 549-6345

              (Registrant's telephone number, including area code)
        Securities registered pursuant to Section 12(b) of the Act: None.

           Securities registered pursuant to Section 12(g)of the Act:
                          Common Stock, $.01 par value.

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                                    Yes X No

Check if there is no 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  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.

                                    Yes X No

The issuer's revenues for the year ended October 31, 2000 were $8,902,111.

                                       1
<PAGE>


The   approximate   aggregate   market   value  of  the  voting  stock  held  by
non-affiliates  of the registrant as of December 31, 2000,  based on the average
of the  closing  bid and asked  prices of one share of the  Common  Stock of the
Company,  as reported on December  31, 2000 was  $9,358,398.  As of December 31,
2000, the registrant had 3,403,054  outstanding shares of common stock, $.01 par
value.

Documents Incorporated By Reference

Certain portions of the registrant's Proxy Statement for the 2001 annual meeting
of shareholders to be filed with the Securities and Exchange Commission pursuant
to Regulation  14A, not later than 120 days after the close of the  registrant's
fiscal year, are incorporated by reference under Part III of this Form 10-KSB.

Number of Pages/ Index to Exhibits

This Form 10-KSB  consists of a total of 27 pages.  The Index to Exhibits can be
found on page 25.


                                       2
<PAGE>


PART I

Forward-Looking Statements:

Certain  statements  in this Annual  Report on Form  10-KSB,  and other oral and
written  statements  made by the Company from time to time are "forward  looking
statements" within the meaning of Section 21E of the Securities  Exchange Act of
1934, as amended,  including those that discuss  strategies,  goals,  outlook or
other non-historical  matters, or projected revenues,  income,  returns or other
financial measures. In some cases  forward-looking  statements can be identified
by terminology such as "may," "will," "should," "except," "plan,"  "anticipate,"
"believe,"  "estimate,"  "predict,"  "potential" or "continue,"  the negative of
such terms or other comparable terminology. These forward-looking statements are
subject to numerous  risks and  uncertainties  that may cause actual  results to
differ  materially  from  those  contained  in such  statements.  Among the most
important  of these  risks and  uncertainties  is the  ability of the Company to
continue to source raw materials from its suppliers.

Important  factors which may cause actual results to differ  materially from the
forward looking  statements are described in the Section entitled "Risk Factors"
in the  Form  10-KSB,  and  other  risks  identified  from  time  to time in the
Company's  filings with the Securities and Exchange  Commission,  press releases
and other  communications.  The Company  assumes no  obligation  to update these
forward-looking  statements to reflect  actual  results or changes in factors or
assumptions affecting such forward-looking statements.

ITEM 1.       BUSINESS

General:

RF Industries, Ltd. (hereinafter the "Company") has two operating divisions, the
RF Connector Division,  and the RF Neulink Division,  both of which are involved
in the design,  manufacture and/or sale of communications equipment. The Company
considers these Divisions to be separate business units.

The  Company's  principal  executive  office is  located at 7610  Miramar  Road,
Building #6000, San Diego, California. The Company was incorporated in the State
of Nevada on November 1, 1979,  completed its initial  public  offering in March
1984 under the name  Celltronics,  Inc.  and changed its name to RF  Industries,
Ltd. in November 1990.

RF Connector Division

The  Company,  through  its RF  Connector  Division,  is engaged in the  design,
manufacture and distribution of coaxial  connectors used in radio  communication
applications as well as in computers,  test instruments,  PC (Personal Computer)
LANs (Local Area Networks) and antenna devices. Coaxial products are distributed
through  approximately  70 major  domestic and  international  distributors.  RF
Connector has more than doubled its standard line with the  introduction  of the
following connectors in the year 2000: FCC compatibles,  MHV, MMCX, 1.0/2.3 & 75
Ohm SMB  connectors,  3.5 mm,  2.4  mm.  RF  Connector  is also  engaged  in the
manufacturing  and  distribution of RF cable  assemblies.  Cable  assemblies are
manufactured per end user  specifications  and are sold through  distributors or
directly to major OEM (Original Equipment Manufacturer) accounts.  There is also
a standard cable assembly line with over 7,000 cable assemblies.


                                       3
<PAGE>

RF Neulink Division

The Company,  through its RF Neulink Division,  designs and manufactures through
outside contractors, wireless data products, commonly known as RF Data Links and
Wireless  Modems.  A few of the many  applications  for these  products  include
industrial  monitoring  and  control of remote  sensors  and  devices  (SCADA ),
wireless  linking of remote  weather  and  seismic  sites,  multipoint  military
training  range  information  systems,  infrastructure  linking of Public Safety
communications networks and Automatic Vehicle Location systems.

Product Description:

The Company's products fall into three main categories which are produced by two
"Strategic Business Units" as follows:

RF Connector:

1.       Coaxial connectors for radio communications equipment, PC LANS, antenna
         devices, instruments and other radio frequency devices are designed and
         distributed by the Company's RF Connector Division. The Company entered
         the coaxial connector design,  production and distribution  business in
         May  1987  with the  acquisition  of the  assets  of RF  Industries,  a
         division of Hytek International,  Hialeah,  Florida. Coaxial connectors
         have applications in industrial, scientific and military markets.

         The types of RF connectors  offered by RF Industries  include 2.4mm and
         3.5mm,  7-16 DIN, BNC, MCX, MHV,  Mini-UHF,  MMCX, N, SMA, SMB, TNC and
         UHF. These  connectors are offered in several  configurations  for both
         plugs  and  jacks.   There  are  hundreds  of  applications  for  these
         connectors  including,   but  not  limited  to,  digital  applications,
         cellular  and PCS  telephones,  cellular  and PCS  base  stations,  GPS
         (Global  Positioning   Systems),   cable  and  dish  radio/TV  systems,
         aircraft,   video  surveillance  systems,  cable  assemblies  and  test
         equipment.

         The RF  Connectors  Division  also designs,  and  manufactures  through
         outside  contractors,  a variety of connectors and hand tools,  that RF
         Industries assembles into kits, used by lab and field technicians,  R&D
         technicians and engineers.

2.       Coaxial  cable  assemblies  for  test  equipment,  LANs,  and  other RF
         applications are produced by the Company's Cable Assembly Group,  which
         is  located  at RFI's  corporate  headquarters  in San  Diego,  CA. The
         Company  entered  the cable  assembly  business  to provide a "total RF
         solution" for the Company's  distribution network. Cable assemblies are
         made with a variety of sizes and combinations of RFI coaxial connectors
         and  coax  cabling.  Cabling  is  purchased  from a  variety  of  major
         suppliers.  Coaxial cable  assemblies  have  thousands of  applications
         including local area networks,  wide area networks,  Internet  systems,
         PCS/cellular  systems,  TV/dish  network  systems,  test  equipment and
         entertainment systems.


                                       4
<PAGE>

RF Neulink:

3.       The wireless data products  available from the RF Neulink Division come
         in a variety of  configurations  to  satisfy  the  requirements  of the
         various  vertical  markets.  Transmitter and receiver modules come in a
         wide range of power output and frequency  ranges and are used to convey
         data or  voice  from  point  to  point.  Additionally,  dumb  or  smart
         programmable  modems  are  available  in a wide  range  of  speeds  and
         frequency/price  ranges.  Accessory modules have been developed for the
         purposes of remotely controlling and monitoring electrical devices.

         Neulink's product line includes:

          o  RF9600 UHF and VHF wireless modems

          o  DAC9600'S incorporating RF9600's with Digital, Analogue,  and Relay
             I/O modules

          o  Zeus Wireless 2.4 Ghz Spread-Spectrum  wireless modems requiring no
             user FCC licensing

         o   RCL  inexpensive, speech or data link transmitters and receivers in
             VHF and 900MHz frequencies.

         o   Teledesign high-speed wireless modems in VHF, UHF and 900 Mhz freq-
             uencies

         o   Maxrad antennas

Current  applications in use worldwide for our Neulink  products are various and
include:

        o   seismic and volcanic monitoring
        o   industrial  remote censoring / control in oil fields,  pipelines and
            warehousing
        o   lottery remote terminals
        o   various military applications
        o   remote camera control and tracking
        o   perimeter and security system control/monitoring
        o   water and waste management
        o   inventory control
        o   HVAC remote control and monitoring
        o   biomedical hazardous material monitoring
        o   fish farming automation of food dispensing, water aeration and moni-
            toring
        o   remote emergency generator startup and monitoring

We are targeting  emerging markets in oil and gas field  monitoring,  as well as
electrical  control and  distribution.  Additional  target areas are  industrial
automation and plant security.


                                       5
<PAGE>


Product Enhancements:

RF Connector Division

RF Connectors  continues to broaden its connector  offerings by expanding the 75
Ohm market where the Company  believes  there is an increased  demand in digital
applications.  In addition  to its  already  expansive  line of  connectors,  RF
Connectors  has  introduced a full line of MMCX  connectors,  which are used for
applications  restricted  by minimal  space  such as  cellular  telephones,  PCS
telephones,  miniature  transmitters  and  receivers,  and mobile radio systems.
Additionally,  RF Connectors  recently enhanced our line of reverse polarity and
reverse thread connectors which are designed to meet the requirements of the new
government regulations for part 15 of the FCC. Applications for these connectors
include non-licensed,  low wattage transmitters used in areas such as convention
center broadcast systems;  MHV connectors;  75 Ohm SMB connectors which are used
in areas such as microwave telephone and other non-defense applications.  2.4 mm
and 3.5 mm  connectors  which  are  used  in  precision  military  applications,
satellite  applications  and other high  frequency  applications  have also been
introduced.

RF  Connectors  plans to continue to address the digital and home  entertainment
markets  with new  connector  product  offerings  for fiber  optic and  high-end
coaxial cable assemblies.

The RF Cable  Assembly  Division is part of RF  Connectors.  The Cable  Assembly
Division  was  responsible  for  approximately  11%  of  the  revenue  of the RF
Connector Division for fiscal 2000.

Approximately  75% of RF  Connectors'  sales are through  distributors.  Six new
distributors  were  added  in  2000  and  we   expect  to  continue  adding  new
distributors in 2001 During 2001 we expect to continue expanding our Rep program
to increase overall OEM business.

RF Neulink Division

Design efforts have been completed for the software and hardware products which,
in combination with existing products,  are designed to enable Neulink to market
complete wireless solutions for control and monitoring of remote sites via radio
modem  links.  New software  enables RF Neulink's  RF9600  wireless  modems,  in
conjunction  with our I/O modules,  to configure a SCADA  system.  The software,
named  EZ-SCADA,  creates a simple  user-defined  graphics  screen that visually
displays the status, analogue values and trends. EZ-SCADA software allows remote
polling  via base  stations  of SCADA  units  such as water,  oil or gas  tanks.
Hardware changes include addition of Analogue `C' module, allowing system design
for a full range of sensing and monitoring devices,  digital, analogue and relay
control.

During  2000,  Neulink  has  added  several  new  products  to  its  line.  With
over-the-air  rates of 19.2 Kbps the  Teledesign  Systems  TS4000  series offers
enhanced features such as dual RS-232 data ports and higher RF power levels. The
TS4000 series offer  increased  range for remote SCADA systems,  as well as dual
RS232 port options for multiple unit control.

                                        6
<PAGE>


As  conventional  licensed  channels  become more difficult to obtain many short
range SCADA  systems  operators are turning to the  unlicensed  solution for the
2.4Ghz ISM band. As a value added  distributor of Zeus Wireless,  we are able to
add an unlicensed solution to our existing product line.

Neulink  has also  become the  nationwide  distributor  for Zeus  Wireless  data
spreadspectrum  transceivers.  These units are true  frequency  hoppers @ 2.4GHz
offering point-to-point,  point-to- multipoint, Broadcast and TCP/IP operational
modes.  Neulink has an agreement  with Zeus to handle  lower  volume  customers.
Neulink  provides  system  design,  tech  support  and service for sales of 2500
units, or less.

The Company is also a distributor for Maxrad  Antennas,  which were added to the
product  line with the goal of  allowing  Neulink to  provide a  complete  radio
systems package to our customers.

Neulink's  standard RR 9600 radio modem  application for seismic  monitoring and
volcanic  activity  application was proven in the field. 100+ units enlarged the
system.  This  system is designed  to prevent  loss of life by early  warning of
impending disaster.

Development of Business:

General:

During the year ended October 31, 2000, the Company continued its efforts in the
following areas:

    o    Expansion of RF Connector through broadening the selection of inventory
         available  for  sale.  Management  believes  that the  success  of this
         division is  dependent  on having  product  available  when other firms
         cannot  deliver and  endeavors to keep up to several  months  supply in
         inventory  generally  available.  This policy of broad  availability of
         inventory is designed to allow the Company to emphasize sales to OEMs.

    o    During  2000,  additional  domestic  and  international  manufacturer's
         representatives  and  distributors  were  signed  on  by  Neulink.  Our
         personnel  attended one or more product  schools for added  training to
         better serve our customers.

Foreign Operations:

Direct  export  sales by the  Company to  customers  in South  America,  Canada,
Mexico,  Europe,  Australia,  the  Middle  East,  and the Orient  accounted  for
approximately 16% of Company sales for the year ended October 31, 2000, compared
to  approximately  15% in fiscal  1999.  The  majority of such export  sales for
fiscal 2000 were to Canada and Mexico. The Company is aggressively expanding its
foreign  distribution  efforts under the RFI logo, and seeking new private label
customers world wide.

The Company does not own, or directly  operate any  manufacturing  operations or
sales offices in foreign countries at this time. It does manufacture much of its
Neulink product through contract manufacturing in the USA. Some crystal products
are manufactured in the Orient.


                                       7
<PAGE>

Distribution, Marketing and Customers:

Sales methods vary greatly between the two divisions.

RF  Connector   presently  sells  its  products  primarily  through  warehousing
distributors and OEM (Original Equipment  Manufacturer)  customers which utilize
coaxial  connectors and cable  assemblies in the  manufacture of their products.
The OEM market,  which includes  manufacturers of communications test equipment,
and  computers,  accounted  for  approximately  25% of sales while  distribution
accounted for 75%, of RF Connector division sales in fiscal 2000.

RF Neulink sells its products directly or through Manufacturers Representatives,
System Integrators and OEM's.  System integrators and OEMs integrate and/or mate
Company's products with their hardware and software to produce turn-key wireless
systems.  These  systems  are then  either  sold or leased  to other  companies,
including utility companies,  financial institutions,  petrochemical  companies,
government agencies, and irrigation/water management companies.

Manufacturing

The Company  contracts  with outside  third  parties to  manufacture  all of its
coaxial  connectors,  and  Neulink  products.  95% of RF  cable  assemblies  are
manufactured by RF Industries.  RF Connector has its manufacturing  performed at
numerous   manufacturing   plants  in  Japan,   Korea,  the  United  States  and
International  Standards  organization  (ISO) approved  factories in Taiwan. The
Company is not dependent on any one or only a few  manufacturers for its coaxial
connectors and cable  assemblies.  The Company does not have any agreements with
its manufacturers for its connectors,  cable assemblies or Neulink products. The
manufacturers  are not  primarily  responsible  for design  work  related to the
manufacture of the connectors and cable  assemblies.  RF Industries has in-house
design  engineers  who create  the  engineering  drawings  for  fabrication  and
assembly  of  connectors  and cable  assemblies.  The  manufacturers  are solely
responsible  for design work  related to the  manufacture  of Neulink  products.
Neulink's  products are  manufactured  by numerous  manufacturers  in the United
States,  and the Company is not dependent on one or a few  manufacturers for its
Neulink products. Testing and assembly of the connectors is performed by outside
manufacturing.  Testing of cable assemblies is done by RFI. Testing and assembly
for the  Neulink  products  is  performed  by outside  manufacturers.  There are
certain risks associated with the Company's dependence on external manufacturers
for its products,  including  reduced control over delivery  schedules,  quality
assurance,  manufacturing  costs, the potential lack of adequate capacity during
periods of excess demand and increases in prices. See "Risk Factors."

Raw Materials:

Connector  materials  are typically  made of commodity  metals and include small
applications  of precious  materials,  including  silver and gold.  RF Connector
purchases  almost all of its connector  products from contract  manufacturers in
Taiwan and the United States. The Company is not currently dependent on one or a


                                       8
<PAGE>

few suppliers for its raw materials for either the RF Connector  division or the
Neulink  division.  The Company does not currently have any agreements  with its
suppliers  for connector or Neulink  products.  The RF Cable  Assembly  Division
relies on  supplies  of coaxial  connectors  from RF  Connector's  manufacturing
sources and believes there are numerous domestic and international  suppliers of
coaxial  connectors,  although any material delay in obtaining raw materials and
component parts may adversely affect its ability to meet customer needs.

Neulink purchases its electronic products from various domestic  suppliers.  All
Neulink wireless modem  transceivers are built in the United States. The Company
believes electronic components used in these products are readily available from
a number of  domestic  and  foreign  suppliers.  In the  opinion of  management,
additional  manufacturing  and assembly  facilities are readily available in the
United States for Neulink products.

Recent Developments

On December 1, 2000, the Company  completed the acquisition of all of the common
stock of  Bioconnect,  Inc., a California  corporation  ("Bioconnect")  from its
three  shareholders.  Bioconnect  is a  privately  held  company  engaged in the
business of custom insert molding of interconnect  products  including cable and
lead  assemblies  for  medical  use,  as well as a  variety  of  industrial  and
communication  applications.  The  three  shareholders  of  Bioconnect  executed
employment agreements with the Company. The consideration  consisted of $150,000
cash  delivered  at the closing;  $50,000 cash paid on January 1, 2001;  $50,000
cash payable on each of January 1, 2002 and January 1, 2003,  and the assumption
of a $100,000 promissory note to a shareholder of Bioconnect.

Personnel:

The Company presently employs 44 full-time employees,  of which approximately 16
are in management,  14 are in manufacturing and assembly, 4 are engineers, and 3
are part-time.  The Company  believes that it has a good  relationship  with its
employees and, at this time, no employees are represented by a union.

Research and Development:  The Company spent  approximately  $97,000 on research
and development over the past 2 years.

Patents, Trademarks and Licenses:

The  Company  has no  patent  protection  for  any of its  products,  nor has it
registered any product trademarks.

The  Company  does not believe  that its  business  or  competitive  position is
dependent on patent protection.

Backlog, Warranties and Terms:

As of October 31, 2000,  the Company had a sales order backlog of  approximately
$7,000,000,  of which  approximately  80% is  expected  to be  delivered  in the
current fiscal year. This compares to backlog of $7,900,000 at October 31, 1999.
Backlog may not be indicative of future demand.


                                       9
<PAGE>


The  Company  warrants  its  products to be free from  defects in  material  and
workmanship for varying warranty periods,  depending upon the product.  Products
are generally  warranted to the dealer for one year, with the dealer responsible
for any  additional  warranty it may make.  Certain  Neulink  products  are sold
directly to end-users  and are warranted to those  purchasers.  The RF Connector
products  are  warranted  for the useful life of the  connectors.  Although  the
Company has not experienced any significant  warranty claims to date,  there can
be no assurance that it will not be subjected to such claims in the future.

The Company  usually sells to customers on 30-day terms pursuant to invoices and
does not generally grant extended payment terms. Sales to most foreign customers
are made on cash terms at time of shipment. Customers may delay, cancel, reduce,
or return products after shipment subject to a restocking charge.

Competition:

Management estimates that RF Connector has over 50 competitors in a $800,000,000
coaxial connector market.  Management believes no one competitor has over 15% of
the total  market,  while the three  leaders  hold no more than 30% of the total
market. Many of RF Connectors' competitors have significantly  greater financial
resources  and broader  product  lines.  RF  Connector  competes on the basis of
product  availability,  service and value-added  support to its distributors and
OEM customers.

Major  competitors  for Neulink  include  Microwave Data Systems and Data Radio.
Although a number of larger  firms could enter  Neulink's  markets  with similar
products,  Neulink's  strategy  is  focused on serving  and  providing  specific
hardware  and  software  combinations  with  the  goal of  maintaining  a strong
position in selected "niche" wireless applications.

Neulink's  competition  offers products much the same as Neulink's radio modems.
Neulink tries to enhance sales by offering  additional  service before,  during,
and after the sale. We provide design,  applications engineering,  and telephone
assistance.

Government Regulations:

The Company's present and future products have been designed to meet any present
or known proposed  specifications  and management  believes it should be able to
meet existing standards for approvals by government  regulatory agencies for its
principal products.

Neulink  products are subject to the  regulations of the Federal  Communications
Commission (FCC) in the United States, the Department of Communications (D.O.C.)
in Canada,  and the future  E.C.C.  Radio  Regulation  Division  in Europe.  The
Company's present equipment is "type-accepted"  for use in the United States and
Canada.  Neulink offers products that comply with current FCC,  Industry Canada,
and some European  union  regulations.  The system  integrator,  or end user, is
responsible for compliance with applicable government regulations.


                                       10
<PAGE>


                                  RISK FACTORS

Investors  should  carefully  consider the risks  described  below and all other
information in this Form 10-KSB. The risks and uncertainties described below are
not the only ones facing the Company.  Additional  risks and  uncertainties  not
presently  known to the Company or that it currently  deems  immaterial may also
impair the Company's business and operations.

If any of the following risks actually occur, the Company's business,  financial
condition or results of operations could be materially  adversely  affected.  In
such case,  the trading  price of the  Company's  common stock could decline and
investors  may  lose all or part of the  money  they  paid to buy the  Company's
common stock.

DEPENDENCE ON RF CONNECTOR DIVISION PRODUCTS

Sales of RF Connector  division products accounted for approximately 91% and 84%
of the  Company's  total sales for the fiscal year ended  October 31, 2000,  and
October 31,  1999,  respectively,  while sales of RF Neulink  division  products
accounted for approximately 9% and 16% for the same periods. The Company expects
the RF Connector  division products to account for the majority of the Company's
revenues for the near future.  Any factors  such as  competition,  technological
change,  distribution,  manufacturing or design problems, a recessionary economy
in the United States or abroad  adversely  affecting the pricing of, demand for,
or market acceptance of the Company's RF Connector  products until such time, if
ever, that RF Neulink products  constitute a more significant  percentage of the
Company's  revenue,  could materially  adversely affect the Company's  business,
operating results and financial condition.

INTERNATIONAL SALES AND OPERATIONS

Sales to customers located outside the United States, either directly or through
U.S. and foreign  distributors,  accounted for  approximately 16% and 15% of the
net  sales  of the  Company  in the  years  ended  October  31,  2000  and  1999
respectively.   International  revenues  are  subject  to  a  number  of  risks,
including:

     o  longer accounts receivable payment cycles;

     o  difficulty in enforcing agreements and intellectual property rights and
        in collecting accounts receivable;

     o  tariffs and other restrictions on foreign trade;

     o  withholding and other tax consequences;

     o  economic and political instability;

     o  and the burdens of complying with a wide variety of foreign laws.

Sales  made to  foreign  customers  or  foreign  distributors  have been in U.S.
dollars but may be  denominated  in either U.S.  dollars or in the currencies of
the  countries  where  sales  are made.  The  Company's  foreign  sales are also
affected  by  general  economic  conditions  in  its  international  markets.  A
prolonged economic downturn in its foreign markets could have a material adverse


                                       11
<PAGE>

effect on the Company's business. In addition,  the laws of certain countries do
not protect the Company's products and intellectual  property rights to the same
extent as do the laws of the United  States.  There can be no assurance that the
factors  described  above  will  not  have an  adverse  material  effect  on the
Company's  future  international  revenues and,  consequently,  on the financial
condition, results of operations and business of the Company.

DEPENDENCE  UPON  INDEPENDENT  DISTRIBUTORS  TO SELL AND  MARKET  THE  COMPANY'S
PRODUCTS

The Company's sales efforts are supported by  approximately  70 distributors for
RF  Connector.  The  Company  has  written  agreements  with a  majority  of its
distributors.  Sales through independent  distributors accounted for 75% and 80%
of the net sales of the Company for the years ended October 31, 2000,  and 1999,
respectively.  The Company's  agreements with its independent  distributors  are
nonexclusive  and  generally  may be terminated by either party upon 30-60 days'
written  notice.  The Company's  distributors  are not within the control of the
Company,  are not obligated to purchase products from the Company,  and may also
sell other lines of products.  There can be no assurance that these distributors
will continue their current relationships with the Company or that they will not
give higher priority to the sale of other products, which could include products
of competitors.  A reduction in sales efforts or  discontinuance of sales of the
Company's  products by its  distributors  could lead to reduced  sales and could
materially  adversely  affect  the  Company's  financial  condition,  results of
operations and business.  Selling through indirect channels such as distributors
may  limit  contact  with  customers.  As a result,  the  Company's  ability  to
accurately forecast sales, evaluate customer satisfaction and recognize emerging
customer requirements may be hindered.

DEPENDENCE ON PRINCIPAL CUSTOMER

One  customer  was the largest  customer of the Company in the fiscal year ended
October 31, 2000.  This customer  accounted for  approximately  17% of the total
sales of the Company for the year ended  October 31, 2000 and 16% of total sales
in fiscal 1999. The Company does not have a written agreement with this customer
and therefore,  this customer does not have any minimum purchase obligations and
could  stop  buying  the  Company's  products  at any  time.  If  this  customer
overstocked the Company's products,  additional orders for its products could be
harmed.  A reduction,  delay or cancellation of orders from this customer or the
loss of this customer  could  significantly  reduce the  Company's  revenues and
profits.  The Company cannot provide  assurance that this customer or any of its
current  customers  will  continue  to place  orders,  that  orders by  existing
customers will continue at current or historical levels or that the Company will
be able to  obtain  orders  from new  customers.  Accordingly,  there  can be no
assurance  that the  Company's  largest  customer  will  purchase the  Company's
products beyond those covered by released purchase orders.

THE COMPANY IS BEING INVESTIGATED BY THE SECURITIES AND EXCHANGE COMMISSION.

In  August 2000,  the Company was  notified  that  the  Securities  and Exchange
Commission  ("SEC") issued a formal order of investigation to determine  whether
violations of certain  aspects of the federal  securities laws may have occurred
in  conection  with  matters  related  to  the  Company.  The  formal  order  of
investigation  indicates  that the SEC is  examining  the  conduct of persons or
entities, including the Company, who may have made improper statements regarding
the  Company's  order  backlog,   manufacturing  and  design  capabilities,  and
ownership  of the  Company's  stock.  The  SEC is  also  examining  whether  the
Company's  filings  with  the  SEC  may  have  contained   improper   statements
concerning, among other things, the Company's financial condition and results of
operations.


                                       12
<PAGE>


The SEC has indicated  that this  investigation  is a  fact-finding  inquiry and
should  not be  construed  as a  conclusion  by the SEC or its  staff  that  any
violation  of law has  occurred  or that  the SEC or its  staff  has a  negative
opinion of any person,  entity or security.  The Company is cooperating with the
SEC in  connection  with  this  investigation  and  its  outcome  cannot  yet be
determined.

THE COMPANY DEPENDS ON THIRD-PARTY CONTRACT  MANUFACTURERS FOR SUBSTANTIALLY ALL
OF ITS  MANUFACTURING  NEEDS.  IF THEY ARE UNABLE TO  MANUFACTURE  A  SUFFICIENT
QUANTITY OF  HIGH-QUALITY  PRODUCTS ON A TIMELY AND  COST-EFFICIENT  BASIS,  THE
COMPANY'S NET REVENUE AND  PROFITABILITY  WOULD BE HARMED AND ITS REPUTATION MAY
SUFFER.

Substantially  all of the Company's  products are  manufactured  by  third-party
contract manufacturers.  The Company relies on them to procure components for RF
Connectors  and in certain  cases to assemble  and test its products on a timely
and  cost-efficient   basis.  In  some  cases,  the  contract   manufacturer  is
responsible for design work. If the Company's contract  manufacturers are unable
to complete design work on a timely basis, the Company will experience delays in
product  development  and its  ability to compete  may be harmed.  In  addition,
because some of our manufacturers  have  manufacturing  facilities in Taiwan and
Korea,   their  ability  to  provide  the  Company  with  adequate  supplies  of
high-quality  products  on a timely  and  cost-efficient  basis is  subject to a
number of additional risks and  uncertainties,  including  earthquakes and other
natural  disasters  and  political,  social  and  economic  instability.  If the
Company's  manufacturers  are  unable to provide it with  adequate  supplies  of
high-quality  products  on a timely  and  cost-efficient  basis,  the  Company's
operations  would be  disrupted  and its net  revenue  and  profitability  would
suffer.  Moreover,  if the Company's  third-party contract  manufacturers cannot
consistently produce high-quality products that are free of defects, the Company
may  experience  a higher rate of product  returns,  which would also reduce its
profitability  and may  harm the  Company's  reputation  and  brand.  To  remain
competitive,  the Company must  achieve  volume  production  and reduce costs by
coordinating efforts with those of the Company's contract manufacturers.

The Company  does not  currently  have any  agreements  with any of its contract
manufacturers.  The Company  believes that it could locate  additional  contract
manufacturers if any of its  manufacturers  terminated their business,  although
this may have a material adverse impact on the Company until their manufacturing
capabilities were replaced.

THE COMPANY'S  DEPENDENCE ON THIRD-PARTY  MANUFACTURING AND SUPPLY RELATIONSHIPS
INCREASES THE RISK THAT IT WILL NOT HAVE AN ADEQUATE  SUPPLY OF PRODUCTS TO MEET
DEMAND OR THAT ITS COSTS OF MATERIALS WILL BE HIGHER THAN EXPECTED.

The risks  associated  with the  Company's  dependence  upon third parties which
develop and manufacture and assemble the Company's products, include:


                                       13

<PAGE>

     o  reduced  control over delivery schedules and quality;

     o  risks of inadequate manufacturing yields and excessive costs;

     o  the potential lack of adequate capacity during periods of excess demand;

     o  difficulties selecting and integrating new subcontractors;

     o  potential increases in prices; and

     o  potential misappropriation of the Company's intellectual property.

These risks may lead to increased costs or delay product  delivery,  which would
harm the Company's profitability and customer relationships.

IF THE  SUBCONTRACTORS THE COMPANY USES TO MANUFACTURE ITS COAXIAL CONNECTORS OR
OTHER  PRODUCTS  DISCONTINUE  THE  MANUFACTURING  PROCESSES  NEEDED  TO MEET THE
COMPANY'S  DEMANDS OR FAIL TO UPGRADE THEIR  TECHNOLOGIES  NEEDED TO MANUFACTURE
THE COMPANY'S PRODUCTS, IT MAY FACE PRODUCTION DELAYS.

The  Company's  coaxial  connector  and  other  product  requirements  typically
represent  a  small  portion  of  the  total   production  of  the   third-party
manufacturers.  As a result,  the Company is subject to the risk that a producer
will  cease  production  on an older  or  lower-volume  process  that it uses to
produce the Company's  parts.  Additionally,  the Company  cannot be certain its
external  manufacturers  will continue to devote  resources to the production of
its products or continue to advance the process design technologies on which the
manufacturing  of the Company's  products are based.  Each of these events could
increase the Company's costs and harm its ability to deliver products on time.

THE COMPANY'S MARKETS ARE SUBJECT TO RAPID TECHNOLOGICAL  CHANGE, SO ITS SUCCESS
DEPENDS ON THE COMPANY'S ABILITY TO DEVELOP AND INTRODUCE NEW PRODUCTS.

     The markets for the Company's products are characterized by:

     o  rapidly changing technologies;

     o  evolving and competing industry standards;

     o  short product life cycles;

     o  changing customer needs;

     o  emerging competition;

     o  frequent new product introductions and enhancements; and

     o  rapid product obsolescence.


                                       14

<PAGE>

To develop new products for the  connector  and  wireless  digital  transmission
markets, the Company must develop,  gain access to and use new technologies in a
cost-effective  and timely manner. In addition,  the Company must maintain close
working  relationship  with key  customers in order to develop new products that
meet  customers'  changing  needs.  The  Company  also must  respond to changing
industry  standards  and  technological  changes on a timely and  cost-effective
basis.

Products for connector  applications  are based on industry  standards  that are
continually evolving. The Company's ability to compete in the future will depend
on its ability to identify and ensure  compliance  with these evolving  industry
standards.  The emergence of new industry  standards  could render the Company's
products obsolete. In addition,  the Company may not be successful in developing
or using new technologies or in developing new products or product  enhancements
that achieve market acceptance. The Company's pursuit of necessary technological
advances may require substantial time and expense.

THE MARKETS IN WHICH THE COMPANY COMPETES ARE HIGHLY COMPETITIVE.

The markets in which the Company operates are highly competitive and the Company
expects that  competition  will increase in these markets.  In  particular,  the
connector and  communications  markets in which the Company's  products are sold
are intensely  competitive and the Company's ability to compete  successfully in
these markets depends on a number of factors, including:

   o   success in subcontracting  the design and manufacture of existing and new
       products that implement new technologies;

   o   product quality;

   o   reliability;

   o   customer support;

   o   time-to-market;

   o   product performance;

   o   price;

   o  the efficiency of production;

   o  market acceptance of competitors' products; and

   o  general economic conditions.

In addition,  the Company's  competitors or customers may offer  enhancements to
its existing products or offer new products based on new technologies,  industry
standards  or customer  requirements,  including,  but not  limited to,  coaxial
connectors  and cable  assemblies  and that are available to customers on a more
timely  basis  than  comparable  products  from  the  Company  or that  have the


                                       15
<PAGE>

potential to replace or provide lower-cost or higher performance alternatives to
the Company's products.  The introduction of enhancements or new products by the
Company's  competitors could render its existing and future products obsolete or
unmarketable.

Many of the Company's competitors have significantly greater financial and other
resources.  In certain  circumstances,  the  Company's  customers  or  potential
customers have internal  manufacturing  capabilities  with which the Company may
compete.

IF THE COMPANY'S PRODUCTS DO NOT PERFORM AS EXPECTED,  THE COMPANY'S REVENUE AND
MARKET SHARE COULD DECREASE AND THE COMPANY'S REPUTATION COULD BE HARMED.

If the coaxial  connectors,  cable  assemblies  and wireless  data  transmission
products that the Company  provides to the Company's  customers  perform poorly,
contain errors or defects or are otherwise  unreliable,  the Company's customers
would likely be  dissatisfied.  Any failure or poor performance of the Company's
products could result in:

    o   hindered market acceptance of the Company's products due to adverse cus-
        tomer reaction;

    o   negative publicity or loss of reputation regarding  the Company  and the
        Company's products and services;

    o   diversion of research and development and management resources; and

    o   claims for damages against the Company.

IF THE INDUSTRIES INTO WHICH THE COMPANY SELLS ITS PRODUCTS EXPERIENCE RECESSION
OR OTHER CYCLICAL EFFECTS IMPACTING THE BUDGETS OF ITS CUSTOMERS,  THE COMPANY'S
OPERATING RESULTS COULD BE NEGATIVELY IMPACTED.

The primary customers for the Company's coaxial  connectors are in the connector
and  communications  industries.  Any  significant  downturn  in  the  Company's
customers'  markets,  in particular,  or in general  economic  conditions  which
result in the cut back of budgets  would likely  result in a reduction in demand
for the Company's  products and services and could harm the Company's  business.
Historically,  the communications  industry has been cyclical,  affected by both
economic  conditions and  industry-specific  cycles.  Depressed general economic
conditions and cyclical downturns in the  communications  industry have each had
an  adverse  effect  on  sales  of  communications  equipment,  OEMs  and  their
suppliers,  including  the  Company.  In  addition,  the life cycles of existing
communications   products  and  the  timing  of  new  product   development  and
introductions  can affect demand for  communications  components.  The connector
industry is expected to be subject to fluctuations in demand for products in the
future.  Such industry downturns have been, and may continue to be, characterize
by diminished  product  demand,  excess  manufacturing  capacity and  subsequent
erosion of average selling  prices.  As a result,  any cyclical  downturn in the
connector and/or communications industry could have a material adverse effect on
the Company.


                                       16
<PAGE>


CONTROL BY PRINCIPAL STOCKHOLDERS

Officers and directors,  as of January 31, 2001, own or could own, upon exercise
of  options  which  are  immediately  exercisable,  approximately  14.09% of the
outstanding  common  stock  of the  Company.  Also,  Hytek  International,  Inc.
("Hytek") owns  approximately  37% of the Company's  common stock as of December
31, 2000 and is therefore  considered  an affiliate.  Accordingly,  Hytek acting
alone will be able to  influence  the outcome of any  corporate  or other matter
submitted to the Company's  stock  holders for  approval,  including any merger,
consolidation  sale of all or substantially  all of the Company's  assets.  Such
concentrated share ownership may prevent or discourage potential bids to acquire
the Company unless the terms are approved by such officers,  directors and Hytek
International.

DEPENDENCE ON KEY PERSONNEL

The  Company's  success  will depend to a  significant  extent on the  continued
service of the Company's senior executives  including Howard Hill, its President
and Chief Executive Officer, and certain other key employees,  including certain
technical and marketing personnel.  The Company has an employment agreement with
Mr. Hill for a term which  expires on February 24, 2005. If the Company lost the
services of Mr. Hill or one or more of the Company's key executives or employees
(including if one or more of the Company's officers or employees decided to join
a competitor or otherwise compete directly or indirectly with the Company), this
could materially adversely affect the Company's business, operating results, and
financial condition.

THE  COMPANY  HAS  MADE  ONE  RECENT  ACQUISITION  AND  MAY IN THE  FUTURE  MAKE
ACQUISITIONS WHERE ADVISABLE, WHICH WILL INVOLVE NUMEROUS RISKS.

The risks involved with acquisitions include:

     o   diversion of management's attention;

     o   failure to retain key personnel;

     o    amortization of acquired intangible assets;

     o    client dissatisfaction or performance problems with an acquired firm;

     o    the cost associated with acquisitions and the  integration of acquired
          operations; and

     o    assumption  of  unknown  liabilities, or other unanticipated events or
          circumstances.

For example, on December 1, 2000 the Company acquired Bioconnect, Inc. There can
be no  assurance  that the  Company  will  successfully  integrate  Bioconnect's
additional  personnel,  operations,  acquired  technology  and products into the
Company's business, or retain key personnel. Further, the Company cannot be sure
that the acquisition of Bioconnect,  Inc. will not have a negative impact on the
Company's business and financial condition.


                                       17
<PAGE>


A future acquisition could adversely affect operating results. In particular, if
the Company was to acquire a company or assets and record the  acquisition  as a
purchase, it may capitalize a significant goodwill asset.

Any of these risks  could  materially  harm the  Company's  business,  financial
condition and results of operations. There can be no assurance that any business
that the  Company  acquires  will  achieve  anticipated  revenues  or  operating
results.

THE COMPANY HAS NO  EXCLUSIVE  INTELLECTUAL  PROPERTY  RIGHTS IN THE  TECHNOLOGY
EMPLOYED IN ITS PRODUCTS, WHICH MAY LIMIT THE COMPANY'S ABILITY TO COMPETE.

The Company does not hold any United States or foreign patents and does not have
any patents pending. In addition,  the Company does not have any other exclusive
intellectual  property  rights in the technology  employed in its products.  The
Company does not actively seek to protect its rights in the  technology  that it
develops or that the Company's  third-party contract  manufacturers  develop. In
addition,  these parties share the  technologies  with other parties,  including
some of the Company's  competitors.  If the Company is wrong in its  assumptions
about the need for  exclusive  intellectual  property  rights,  its  ability  to
compete will be harmed.

VOLATILITY OF TRADING PRICES

In the past  several  years the market price of the  Company's  common stock has
varied  greatly,  and the  volume  of the  Company's  common  stock  traded  has
fluctuated greatly as well. These fluctuations often occur  independently of any
announcements  by the  Company or of general  market  fluctuations.  The Company
expects  such  fluctuations  to  continue.  Factors  that  may  result  in  such
fluctuations include:

    o   any  shortfall in  revenues  or  net income from  revenues or net income
        expected by securities analysts

    o   announcements of new products by the Company or its competitors

    o   quarterly fluctuations in the Company's financial results or the results
        of other connector and communications-related companies, including those
        of the Company's direct competitors

    o   changes in analysts' estimates of the Company's  financial  performance,
        the financial  performance of the Company's competitors or the financial
        performance of connector and communications-related companies in general

    o   general conditions in the connector and communications industries

    o   changes in  prices for  the Company's  products or  the products  of the
        Company's competitors

    o   changes in the Company's revenue growth rates or the growth rates of the
        Company's competitors


                                       18
<PAGE>


    o   sales of large blocks of the Company's common stock

    o   conditions in the financial markets in general

In addition, the stock market may from time to time experience extreme price and
volume  fluctuations.  Many technology  companies in particular have experienced
such fluctuations.  Often such fluctuations have been unrelated to the operating
performance of the specific companies. The market prices of the Company's common
stock may experience significant fluctuations in the future.

ITEM 2.       PROPERTIES:

The Company  leases its  corporate  headquarters  building at 7610 Miramar Road,
Building 6000, San Diego,  California.  The building  consists of  approximately
11,000   square  feet  which  houses   administrative,   sales  and   marketing,
engineering,  production and warehousing for the Company's  Connector  Division.
The rapid  growth of both  divisions  of the Company  required the leasing of an
additional  building to house the  Neulink  Division  in 1996.  The  building is
located  adjacent to our corporate  headquarters at 7606 Miramar Road,  Building
7200. The building consists of approximately  2,400 square feet which houses the
production and sales staff of the Neulink Division.  The lease on both buildings
will terminate in May 31, 2005. The monthly rental is approximately  $9,810 plus
utilities, maintenance and insurance. The facilities are adequate at this time.

ITEM 3        LEGAL PROCEEDINGS:

In  August 2000,  the Company was  notified  that  the  Securities  and Exchange
Commission  ("SEC") issued a formal order of investigation to determine  whether
violations of certain  aspects of the federal  securities laws may have occurred
in  conection  with  matters  related  to  the  Company.  The  formal  order  of
investigation  indicates  that the SEC is  examining  the  conduct of persons or
entities, including the Company, who may have made improper statements regarding
the  Company's  order  backlog,   manufacturing  and  design  capabilities,  and
ownership  of the  Company's  stock.  The  SEC is  also  examining  whether  the
Company's  filings  with  the  SEC  may  have  contained   improper   statements
concerning, among other things, the Company's financial condition and results of
operations.

The SEC has indicated  that this  investigation  is a  fact-finding  inquiry and
should  not be  construed  as a  conclusion  by the SEC or its  staff  that  any
violation  of law has  occurred  or that  the SEC or its  staff  has a  negative
opinion of any person,  entity or security.  The Company is cooperating with the
SEC in  connection  with  this  investigation  and  its  outcome  cannot  yet be
determined.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

None.

                                       19
<PAGE>

PART II

ITEM 5.     MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S  COMMON EQUITY AND
            RELATED STOCKHOLDER MATTERS.

Market information: The Company's stock is listed and trades on the NASDAQ Small
Cap Market.

For the periods indicated,  the following tables sets forth the high and low bid
prices per share of Common Stock. These prices represent inter-dealer quotations
without  retail  mark-up,  mark-down  or  commission  and  may  not  necessarily
represent actual transactions.

Quarter                                                       High         Low
                                                             ------       -----

Fiscal 2000

November 1, 1999 - January 31, 2000.................       2  22/32      1 1/2
February 1, 2000 - April 30, 2000...................      15  30/32      2 3/4
May 1, 2000 - July 31, 2000.........................       6  13/16      4
August 1, 2000 - October 31, 2000...................       7             4 1/16

Fiscal 1999

November 1, 1998 - January 31, 1999.................       2   5/16      1  7/8
February 1, 1999 - April 30, 1999...................       2   1/8       1 11/16
May 1, 1999 - July 31, 1999.........................       2   1/8       1  3/4
August 1, 1999 - October 31, 1999..................        2             1 17/32



On December 29,  2001,  the  closing,  high and low bid prices of the  Company's
Common Stock were $3.00 and $2.53, respectively.


                                       20
<PAGE>


As of December 31, 2001,  there were 757 holders of the  Company's  Common Stock
per records of the Company's transfer agent, Continental Stock Transfer Co., New
York, NY.

The Company has not paid and does not presently  intend to pay cash dividends on
its Common Stock.

There were no sales of equity securities by the Company that were not registered
under the Securities Act during fiscal 2000.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Financial Condition:

The  following  table  presents the key  measures of  financial  condition as of
October 31, 2000 and 1998:
<TABLE>
<CAPTION>

                                                                2000                        1999
                                                      ------------------------      ----------------------
                                                                   % Total                        % Total
                                                       Amount        Assets        Amount         Assets
<S>                                                     <C>            <C>         <C>                <C>

Cash and cash equivalents.............................  $ 557,923        6.1%       $1,100,816        15.9%
Investments in available-for-sale securities..........  2,208,558       24.3%        2,043,959        29.5%
Current assets........................................  8,598,437       94.6%        6,648,954        95.9%
Current liabilities...................................    916,716       10.1%          446,339         6.4%
Working capital.......................................  7,681,721       84.5%        6,202,615        89.4%
Property and equipment - net..........................    318,853        3.5%          134,835         1.9%
Total Assets.......................................... $9,092,761      100.0%       $6,936,689       100.0%
Stockholders' equity.................................. $8,176,045       89.9%       $6,490,350        93.6%

</TABLE>

Liquidity and Capital Resources:

Management  believes that cash generated from  operations  will be sufficient to
fund the anticipated growth of the Company in fiscal 2001.  Management  believes
that any financing  requirements  can be met through a  combination  of cash and
investments  held as of October 31,  2000,  internally  generated  cash flow and
advance  payments  from  customers.  The  Company  does not  currently  have any
commercial  banking  arrangements  providing  for loans,  credit  facilities  or
similar matters.

The Company does not believe it will need material  additional capital equipment
in fiscal 2001.  In the past,  the Company has financed  much of its fixed asset
requirements  through capital leases. No additional capital equipment  purchases
have been currently identified that would require significant additional leasing
or capital  obligations during fiscal 2001.  Management also believes that based
on the  Company's  financial  condition  at October  31,  2000,  the  absence of


                                       21
<PAGE>

outstanding bank debt and recent operating results, the Company would be able to
obtain bank loans to finance its expansion, if necessary,  although there can be
no assurance  any bank loan would be  obtainable,  or if  obtained,  would be on
favorable terms or conditions.

Net cash used in operating  activities  for the year ended  October 31, 2000 was
$360,470 whereas cash provided by operating activities in the year ended October
31,  1999  was  $896,365.  Although  the net  income  for the  current  year was
$1,320,516,  an increase of $496,615 from the previous year net income amount of
$823,901,   non  cash  outlays  for   depreciation,   amortization  of  unearned
compensation,  bad debt  expense and  deferred  tax benefits in the current year
were  $124,785,  as compared to $201,000 in the  previous  reporting  period,  a
decrease  of $76,215.  Additionally,  during the current  year,  trade  accounts
receivable increased by $590,070 and inventories increased by $1,752,119.  Other
assets decreased by $66,041.  Accounts payable and accrued expenses increased by
$470,377.

Net cash used by  investing  activities  was  $494,436  during the current  year
compared to $953,639 for the previous year.  Current year  investing  activities
included purchases securities of $236,189 and capital expenditures of $258,247.

Net cash  provided by  financing  activities  was  $312,013 in the current  year
compared to net cash used in  financing  activities  of $51,053 for the previous
year.  $286,113 of the cash provided by financing  activities  was proceeds from
the exercise of stock  options,  and $25,900 was for  collections on receivables
from stock sales.

At October 31, 2000, the Company had $557,923 in cash and cash  equivalents,  as
compared to $1,100,816 in 1999.

Results of Operations:

The following summarizes the key components of the results of operations for the
years ended October 31, 2000 and 1999:

                                        2000                       1999
                                 -------------------      ----------------------
                                                % of                     % Total
                                 Amount         Sales          Amount      Sales
                                 ------         -----         -------     ------
Net sales......................   $8,902,111    100.0%     $ 6,140,128    100.0%
Cost of sales..................    4,404,515     49.5%       2,841,090     46.3%
Gross profit...................    4,497,596     50.5%       3,299,038     53.7%
Engineering expenses...........      386,395      4.3%         257,221      4.2%
Selling and general expenses...    2,241,334     25.2%       1,840,161     30.0%
Operating income...............    2,627,729     29.5%       1,201,656     19.6%
Other income...................      313,949      3.5%         122,945      2.0%
Income before income taxes.....    2,183,816     24.5%       1,324,601     21.6%
Income taxes...................      863,300      9.7%         500,700      8.2%
Net income.....................    1,320,516     14.8%         823,901     13.4%



                                       22
<PAGE>


Net sales increased $2,761,983, or 45.0%, in 2000 compared to 1999. The increase
is primarily  attributable to a $2,985,325 increase in sales at the RF Connector
Division to $8,133,901 from  $5,148,576 in fiscal 1999.  Sales at the RF Neulink
Division decreased $223,342 to, $768,210 from $991,552 the previous year.

The gross profit  increased by $1,198,555 to $4,497,596 in 2000 from  $3,299,038
in 1999.  As a percent of sales,  gross profit  decreased to 50.5% from 53.7% of
sales in 1999 due to a less favorable sales mix .

Engineering  expenses  increased  $129,174 to $386,395 compared to $257,221,  in
1999. As a percent of sales engineering  expenses increase to 4.3%,  compared to
4.2%,  in 1999.  The  increase in  engineering  expenses is  attributable  to an
increase in research  and  development.  The majority of the increase was in our
Neulink Division.

Selling and general expenses increased $401,173, to $2,241,334, from $1,840,161,
in 1999. As a percent of sales,  selling and general expenses  declined to 25.2%
from  30.0% in 1999.  The  increase  is  primarily  due to travel and trade show
expenses.  The  $668,211  increase  in  operating  income  to  $1,869,867,  from
$1,201,656, in the previous year is attributable to the increase in gross profit
offset by increases in operating expenses.

Other  income  increased  by  $191,004.  $128,685  of the  increase  was  due to
representative  commissions  for the  Neulink  Division.  The  remainder  of the
increase is due to investments during the year which increased interest income.

Net  income  increased  $496,615,  to  $1,320,516,  compared  to net  income  of
$823,901,  in  1999.  The  increase  in net  income  is due to the  increase  in
operating income, and increased other income.

General Outlook:

Management  believes  that because of a number of  achievements  during the year
ended  October 31, 2000,  the Company could  maintain  steady growth in the year
ending October 31, 2001. Management is closely controlling inventory and product
development  in  view of a  possible  recession  and  overall  slow  down in the
economy.

As  explained  above,  management  believes  the Company  has capital  resources
available to fund operations at current levels.

Every year, we endeavor to find more efficient ways to meet our customer's needs
and manufacture top quality products.  To build  stockholder  value, the goal of
the  Company is to  achieve  more  earnings  growth in the years  ahead.  We are
continuing to review  possible  mergers and  acquisitions.  RF has contracted an
outside firm to continue to review possible mergers and  acquisitions.  However,
we cannot  assure that any mergers  will be  consummated  or that they will,  if
consummated, result in increased earnings.



                                       23
<PAGE>


ITEM 7.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  following  Financial  Statements  of the  Company  with  related  Notes and
Accountants'  Report are attached  hereto as pages F-1 to F-18 and filed as part
of this Annual Report:

    o   Report of  J.H. Cohn LLP, Independent Public Accountants

    o   Balance Sheet as of October 31, 2000

    o   Statements of Income for the years ended October 31, 2000 and 1999

    o   Statements of Stockholders' Equity for the years ended  October 31, 2000
        and 1999

    o   Statements of Cash Flows for the years ended October 31, 2000 and 1999

    o   Notes to Financial Statements

ITEM 8.   CHANGES IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

Not Applicable.


                                       24

<PAGE>


PART III

ITEM 9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The  information  required  by this item is  incorporated  by  reference  to the
information  under the captions  "Election of Directors"  and  "Compliance  with
Section  16(a)  of the  Exchange  Act"  of  the  Registrant's  definitive  Proxy
Statement and notice of the Company's 2001 Annual Meeting of Shareholders  which
the Company will file with the  Securities  and Exchange  Commission  within 120
days after the end of the fiscal year covered by this report.

ITEM 10.  EXECUTIVE COMPENSATION

The  information  required  by this item is  incorporated  by  reference  to the
information  under the  caption  "Executive  Compensation"  of the  Registrant's
definitive  Proxy  Statement and notice of the Company's  2001 Annual Meeting of
Shareholders  which  the  Company  will file with the  Securities  and  Exchange
Commission  within  120 days after the end of the  fiscal  year  covered by this
report.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

The  information  required  by this item is  incorporated  by  reference  to the
information under the caption "Security  Ownership of Certain  Beneficial Owners
and Management" of the Registrant's definitive Proxy Statement and notice of the
Company's 2001 Annual Meeting of  Shareholders  which the Company will file with
the  Securities  and  Exchange  Commission  within 120 days after the end of the
fiscal year covered by this report.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required  by this item is  incorporated  by  reference  to the
information under the caption "Certain  Relationships and Related  Transactions"
of the Registrant's  definitive Proxy Statement and notice of the Company's 2001
Annual Meeting of  Shareholders  which the Company will file with the Securities
and Exchange Commission within 120 days after the end of the fiscal year covered
by this report.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

The following are  incorporated  by reference to Form 10-K for fiscal year ended
October 31, 1986 filed on February 4, 1987 as amended by  Amendment  No. 1 filed
on August 2, 1987 and Form 10- KSB for fiscal year ended  October 31, 1992 filed
on March 5, 1993,  and October 31, 1994 filed on February 14, 1995,  October 31,
1995 filed on January 31, 1996,  October 31, 1996 filed on January 30, 1997, and
October  31,  1997  filed  on  January  31,  1998   incorporates  by  reference:
(References should specify 10-K in which each exhibit is to be found.)

         3.2.1  Company Bylaws as Amended through August, 1985
         3.2.2  Amendment to Bylaws dated January 24, 1986
         3.2.3  Amendment to Bylaws dated February 1, 1989


                                       25
<PAGE>

         10.1   Asset Purchase  Agreement
         10.2   Settlement  Agreement
         10.3   Funds Impound Escrow Agreement
         10.4   Stock Escrow Agreement
         10.5   Lease - San  Diego,  CA  Facility
         10.6   Lease  -  Gardena,  CA  Facility
         10.7   Celltronics,  Inc.  Incentive  Stock Option Plan
         10.8   Form of Incentive Stock Option Plan
         10.9   Directors'  Nonqualified Stock Option Agreements
         10.10  Consulting  Agreements
         10.11  Consultants'  Nonqualified  Stock Option  Agreements
         10.12  Agreement for  Cancellation  of Shares
         10.13  Neutec Sale Agreement
         10.14  Trilectric Sale Agreement
         10.15  Incentive Stock  Option  Plan
         10.16  Amended  Lease  Agreement  - San  Diego,  CA  Facility
         10.17  Lease   Agreement  -  San  Diego,  CA  Facility
         10.18  Employment  Contract - Howard Hill
         10.19  Consulting  Agreement - Hytek International
         10.20  Lease  Agreement - San Diego,  CA Facility
         10.21  Public  Relations  Agreement  -  Neil G. Berkman Associates
         10.22  Employment Contract-Donald Catledge (2) Reports on Form 8-K

         None

Shareholders of the Company may obtain a copy of any exhibit  referenced in this
10-KSB Report by writing to: Secretary, RF Industries,  Ltd., 7610 Miramar Road,
Bldg.  6000,  San  Diego,  CA  92126.  The  written  request  must  specify  the
shareholder's good faith  representation  that such shareholder is a stockholder
of record of common  stock of the  Company.  A charge of twenty cents ($.20) per
page  will be  made to  cover  Company  expenses  in  furnishing  the  requested
documents.


                                       26
<PAGE>


                                    SIGNATURE

Pursuant to the requirements of Section 13 and 15 (d) 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.

RF INDUSTRIES, LTD.


Date:  February 13, 2001                    By: /s/       Howard F. Hill
                                               --------------------------
                                                Howard F. Hill, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the date indicated.

Dated:  February 13, 2001                   By:  /s/     Terrie A. Gross
                                               ----------------------------
                                               Terrie A. Gross,
                                               Chief Financial Officer
                                              (Principal Accounting Officer)


Dated:  February 13, 2001                   By:  /s/     Howard F. Hill
                                               ---------------------------
                                                Howard F. Hill,
                                                Chief Executive Officer


Dated:  February 13, 2001                   By:  /s/     John Ehret
                                               ---------------------------
                                                John Ehret, Director

Dated:  February 13, 2001                   By: /s/     Henry Hooper
                                               ---------------------------
                                                Henry Hooper, Director

Dated:  February 13, 2001                   By: /s/     Robert Jacobs
                                               ---------------------------
                                                Robert Jacobs, Director




                                       27
<PAGE>


                              RF INDUSTRIES, LTD.

                          INDEX TO FINANCIAL STATEMENTS
                             [ATTACHMENT TO ITEM 7]


                                                                          PAGE
                                                                          ----

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS .......................          F-2

BALANCE SHEET

  OCTOBER 31, 2000 .............................................          F-3

STATEMENTS OF INCOME
  YEARS ENDED OCTOBER 31, 2000 AND 1999 ........................          F-4

STATEMENTS OF STOCKHOLDERS' EQUITY
  YEARS ENDED OCTOBER 31, 2000 AND 1999 ........................          F-5

STATEMENTS OF CASH FLOWS
  YEARS ENDED OCTOBER 31, 2000 AND 1999 ........................          F-6

NOTES TO FINANCIAL STATEMENTS ..................................          F-7/17




                                      * * *




                                      F-1


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------

To the Stockholders
RF Industries, Ltd.

We have audited the  accompanying  balance  sheet of RF  INDUSTRIES,  LTD. as of
October 31, 2000, and the related statements of income, stockholders' equity and
cash  flows for the years  ended  October  31,  2000 and 1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of RF  Industries,  Ltd. as of
October 31,  2000,  and its results of  operations  and cash flows for the years
ended  October 31,  2000 and 1999,  in  conformity  with  accounting  principles
generally accepted in the United States of America.




                                                /s/  J.H. COHN LLP

San Diego, California
January 5, 2001





                                      F-2

<PAGE>



                               RF INDUSTRIES, LTD.

                                  BALANCE SHEET
                                OCTOBER 31, 2000

                                     ASSETS
                                    --------

Current assets:
    Cash and cash equivalents .................................       $  557,923
    Investments in available-for-sale securities ..............        2,208,558
    Trade accounts receivable, net of allowance for
        doubtful accounts of $42,000 ..........................        1,313,935
    Notes receivable ..........................................           12,000
    Inventories ...............................................        4,165,242
    Other current assets ......................................          174,779
    Deferred tax assets .......................................          166,000
                                                                      ----------
           Total current assets ...............................        8,598,437
                                                                      ----------

Property and equipment:
    Equipment and tooling .....................................          733,150
    Furniture and office equipment ............................          190,867
                                                                      ----------
                                                                         924,017

    Less accumulated depreciation .............................          605,164
                                                                      ----------
           Total ..............................................          318,853


Note receivable from stockholder ..............................           70,000
Deferred tax assets ...........................................           94,000
Other assets ..................................................           11,471
                                                                      ----------

             Total ............................................       $9,092,761
                                                                      ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
    Accounts payable ..........................................     $   403,530
    Accrued expenses ..........................................         513,186
                                                                    -----------
           Total liabilities ..................................         916,716
                                                                    -----------

Commitments and contingencies

Stockholders' equity:
    Common stock - authorized 10,000,000 shares of $.01
        par value; 3,402,054 shares issued ....................          34,021
    Additional paid-in capital ................................       4,686,161
    Retained earnings .........................................       3,668,867
    Unearned compensation .....................................        (117,546)
    Accumulated other comprehensive loss.. ....................         (40,890)
    Receivables from sale of stock ............................          (1,715)
    Treasury stock, at cost - 29,400 shares ...................         (52,853)
                                                                    -----------
           Total stockholders' equity .........................       8,176,045
                                                                    -----------

           Total ..............................................     $ 9,092,761
                                                                    ===========


See Notes to Financial Statements.


                                      F-3


<PAGE>


                              RF INDUSTRIES, LTD.

                              STATEMENTS OF INCOME
                      YEARS ENDED OCTOBER 31, 2000 AND 1999

                                                          2000           1999
                                                         ------         ------

Net sales ........................................     $8,902,111     $6,140,128
Cost of sales ....................................      4,404,515      2,841,090
                                                       ----------     ----------

Gross profit .....................................      4,497,596      3,299,038
                                                       ----------     ----------

Operating expenses:
    Engineering ..................................        386,395        257,221
    Selling and general ..........................      2,241,334      1,840,161
                                                       ----------     ----------
        Totals ...................................      2,627,729      2,097,382
                                                       ----------     ----------

Operating income .................................      1,869,867      1,201,656

Other income:
    Commissions ..................................        128,685
    Interest .....................................        185,264        122,945
                                                       ----------     ----------
        Totals ...................................        313,949        122,945
                                                       ----------     ----------

Income before provision for income taxes .........      2,183,816      1,324,601

Provision for income taxes .......................        863,300        500,700
                                                       ----------     ----------

Net income .......................................     $1,320,516     $  823,901
                                                       ==========     ==========

Earnings per share:
    Basic ........................................     $      .40     $      .27
                                                       ==========     ==========

    Diluted$ .....................................            .34     $      .23
                                                       ==========     ==========




See Notes to Financial Statements.


                                       F-4

<PAGE>
                              RF INDUSTRIES, LTD.

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                      YEARS ENDED OCTOBER 31, 2000 AND 1999

<TABLE>
<CAPTION>


                                                                                Accumulated
                                                                                  Other-
                                               Additional             Unearned    Compre-      Receivables                 Total
                              Common Stock      Paid-In    Retained    Compen-    hensive       from Sale   Treasury   Stockholders'
                           Shares     Amount     Capital    Earnings    sation      Loss        of Stock     Stock        Equity
                         --------    --------   ---------   --------   --------  ------------  -----------  --------   ------------
<S>                     <C>          <C>      <C>          <C>         <C>      <C>            <C>           <C>        <C>

Balance, November 1,
 1998 ................. 3,078,598    $30,786  $4,373,868   $1,524,450 $(331,501)                                         $5,597,603

Net income ............                                       823,901                                                       823,901

Shares issued on
exercise of stock
 options ..............    70,000        700      27,000                                       $(25,900)                      1,800

Amortization of
unearned compen-
  sation ..............                                                 119,899                                             119,899

Purchase of 29,400
shares of treasury stock                                                                                    $(52,853)       (52,853)
                        ---------   --------   ---------    ---------   --------- ----------  ----------    ---------     ----------
Balance, October 31,
 1999 ................  3,148,598     31,486   4,400,868    2,348,351  (211,602)                (25,900)     (52,853)     6,490,350
                                                                                                                          ---------

Net income ...........                                      1,320,516                                                     1,320,516

Effect of change in
fair value of
available-for-sale
securities, net of
deferred taxes of
 $30,700 .............                                                           $(40,890)                                  (40,890)

Comprehensive income ..                                                                                                   1,279,626

Collection of receiva-
bles from sale
of stock ..............                                                                          25,900                      25,900

Shares issued on
exercise of stock
  options .............   253,459      2,535     285,293                                         (1,715)                    286,113

Amortization of un-
earned compensation ...                                                  94,056                                              94,056
                        ---------   --------   ---------   ---------   ---------- ----------   ----------  -----------    ----------

Balance, October 31,
 2000 ................  3,402,147    $34,021  $4,686,161  $3,668,867  $(117,546) $40,890)       $(1,715)    $(52,853)    $8,176,045
                       ==========   ========  ==========  ==========  =========  === =====      =========   =========    ==========
</TABLE>


See Notes to Financial Statements.


                                       F-5
<PAGE>
                                         RF INDUSTRIES, LTD.

                                      STATEMENTS OF CASH FLOWS
                                YEARS ENDED OCTOBER 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                              2000           1999
                                                                            --------       --------
<S>                                                                      <C>            <C>
Operating activities:
    Net income .......................................................   $ 1,320,516    $   823,901
    Adjustments to reconcile net income to net
       cash provided by (used in) operating activities:
       Provision for bad debts .......................................        33,800         12,000
       Depreciation ..................................................        74,229         55,201
       Amortization of unearned compensation .........................        94,056        119,899
       Deferred income taxes .........................................       (77,300)        14,000
       Changes in operating assets and liabilities:
          Trade accounts receivable ..................................      (590,070)        37,004
          Inventories ................................................      (752,119)        53,325
          Other assets ...............................................        66,041         (2,984)
          Accounts payable ...........................................       315,034       (115,154)
          Accrued expenses ...........................................       155,343       (100,827)
                                                                          -----------    -----------
              Net cash provided by (used in) operating activities ....      (360,470)       896,365
                                                                          -----------    -----------

Investing activities:
    Investments in securities ........................................      (236,189)      (914,377)
    Capital expenditures .............................................      (258,247)       (27,262)
    Increase in notes receivable......................................                      (12,000)
                                                                          -----------    -----------
              Net cash used in investing activities ..................      (494,436)      (953,639)
                                                                          -----------    -----------

Financing activities:
    Proceeds from exercise of stock options ..........................       286,113          1,800
    Purchase of treasury stock .......................................                      (52,853)
    Proceeds from the collection of receivables from sale of stock ...        25,900
                                                                          -----------    -----------
              Net cash provided by (used in) financing activities ....       312,013        (51,053)
                                                                          -----------    -----------

Net decrease in cash and cash equivalents ............................      (542,893)      (108,327)

Cash and cash equivalents at beginning of year .......................     1,100,816      1,209,143
                                                                         -----------    -----------

Cash and cash equivalents at end of year .............................   $   557,923    $ 1,100,816
                                                                         ===========    ===========

Supplemental cash flow information:

    Income taxes paid ................................................   $   794,000    $   612,124
                                                                         ===========    ===========

</TABLE>
See Notes to Financial Statements.

                                                F-6


<PAGE>



                                  RF INDUSTRIES, LTD.

                             NOTES TO FINANCIAL STATEMENTS





Note 1 - Business activities and summary of significant accounting policies:
               Business activities:
                    The   Company's   business  is   comprised  of  the  design,
                    manufacture   and/or   sale  of   communications   equipment
                    primarily to the radio and other professional communications
                    related industries. The Company is engaged in the design and
                    distribution  of coaxial  connectors used primarily in radio
                    and other professional  communications applications (the "RF
                    CONNECTOR Division") and the design, manufacture and sale of
                    radio links for receiving and  transmitting  control signals
                    for  remote  operation  and  monitoring  of  equipment  (the
                    "NEULINK  Division").  Management considers each division to
                    be a separate business segment (see Note 6).

                Use of estimates:
                    The  preparation of financial  statements in conformity with
                    accounting  principles  generally  accepted  in  the  United
                    States of America requires  management to make estimates and
                    assumptions   that  affect  certain   reported  amounts  and
                    disclosures.  Accordingly,  actual  results  may differ from
                    those estimates.

                Cash equivalents:
                    The Company considers all highly-liquid  investments with an
                    original  maturity of three months or less when purchased to
                    be cash equivalents.

                Investments:
                    Pursuant to Statement of Financial  Accounting Standards No.
                    115,  "Accounting for Certain Investments in Debt and Equity
                    Securities," the Company's  investments in mutual fund units
                    have been classified as  available-for-sale  securities and,
                    accordingly,  are  valued  at fair  value at the end of each
                    period.  Any material  unrealized  holding  gains and losses
                    arising from such  valuation  are  excluded  from income and
                    recognized,  net of applicable  income taxes, in accumulated
                    other comprehensive (loss) until realized.

                Inventories:
                    Inventories,    consisting   of    materials,    labor   and
                    manufacturing  overhead,  are stated at the lower of cost or
                    market.  Cost has been determined using the weighted average
                    cost method.

                Property and equipment:
                    Equipment,  tooling and  furniture  are recorded at cost and
                    depreciated  over their estimated  useful lives (generally 3
                    to 7 years) using the straight-line method.

                Research and development:
                    Costs and expenses  related to research and  development are
                    expensed as  incurred.  Research  and  development  expenses
                    charged to operations were approximately $62,000 and $35,000
                    in 2000 and 1999, respectively.


                                       F-7
<PAGE>




Note 1 - Business activities and summary of significant accounting policies
         (continued):
               Advertising:
                    The Company  expenses the cost of advertising and promotions
                    as incurred.  Advertising  costs charged to operations  were
                    approximately   $46,000   and  $72,000  in  2000  and  1999,
                    respectively.

                Income taxes:
                    The Company  accounts for income taxes pursuant to the asset
                    and  liability  method which  requires  deferred  income tax
                    assets and liabilities to be computed annually for temporary
                    differences between the financial statement and tax bases of
                    assets  and  liabilities  that  will  result in  taxable  or
                    deductible  amounts in future  periods based on enacted laws
                    and rates  applicable  to the periods in which the temporary
                    differences are expected to affect taxable income. Valuation
                    allowances are established when necessary to reduce deferred
                    tax assets to the amount expected to be realized. The income
                    tax  provision  is the tax  payable  or  refundable  for the
                    period  plus or  minus  the  change  during  the  period  in
                    deferred tax assets and liabilities.

                Stock options:
                    In accordance  with the provisions of Accounting  Principles
                    Board  Opinion  No.  25,  "Accounting  for  Stock  Issued to
                    Employees"   ("APB   25"),   the  Company   will   recognize
                    compensation  costs as a  result  of the  issuance  of stock
                    options  based on the  excess,  if any, of the fair value of
                    the underlying stock at the date of grant or award (or at an
                    appropriate subsequent measurement date) over the amount the
                    employee  must pay to  acquire  the  stock.  Therefore,  the
                    Company is not required to recognize compensation expense as
                    a result of any grants of stock options at an exercise price
                    that is  equivalent  to or  greater  than  fair  value.  The
                    Company  also makes pro forma  disclosures,  as  required by
                    Statement  of  Financial   Accounting   Standards  No.  123,
                    "Accounting for Stock-Based  Compensation"  ("SFAS 123"), of
                    net  income  or  loss as if a fair  value  based  method  of
                    accounting for stock options had been applied .

                Earnings per share:
                    Basic  earnings  per share is  calculated  by  dividing  net
                    income  applicable  to common  stockholders  by the weighted
                    average  number  of common  shares  outstanding  during  the
                    period.  The  calculation  of diluted  earnings per share is
                    similar to that of basic earnings per share, except that the
                    denominator is increased to include the number of additional
                    common  shares  that  would  have  been  outstanding  if all
                    potentially   dilutive  common  shares,   principally  those
                    issuable upon the exercise of stock options, were issued and
                    the  treasury  stock  method  had been  applied  during  the
                    period.

                                        F-8
<PAGE>




Note 1 - Business activities and summary of significant accounting policies
        (concluded):
            Earnings per share (concluded):

               The following  table  summarizes the calculation of basic and
               diluted earnings per share:
<TABLE>
<CAPTION>
                                                                             2000             1999
                                                                         ----------       ----------
<S>                                                                      <C>             <C>

               Numerators:
                  Net income (A) .................................       $1,320,516       $  823,901
                                                                         ==========       ==========

               Denominators:
                  Weighted average shares outstanding for basic
                    net earnings per share (B) ...................        3,277,838        3,098,689
                  Add effects of potentially dilutive securities -
                    assumed exercise of stock options ............          624,919          543,663
                                                                         ----------       ----------

                 Weighted average shares for diluted net
                    earnings per share (C) .......................        3,902,757        3,642,352
                                                                         ==========       ==========

               Basic net earnings per share (A)/(B) ..............              .40              .27
                                                                         ==========       ==========

               Diluted net earnings per share (A)/(C) ............              .34              .23
                                                                         ==========       ==========
</TABLE>

               Comprehensive loss:
                    Comprehensive  income  or  loss  is  presented  pursuant  to
                    Statement  of  Financial   Accounting   Standards  No.  130,
                    "Reporting Comprehensive Income," and, accordingly, has been
                    displayed  for each year in the  accompanying  statements of
                    stockholders'  equity and  includes  the net income or loss,
                    plus or minus the effect of the net change in the fair value
                    of available-for-sale  securities each year, net of deferred
                    taxes.

                Reclassifications:
                    Certain  1999  amounts have  been reclassified to conform to
                    the 2000 presentation .


                                        F-9


<PAGE>




Note 2 - Concentration of credit risk and sales to major customers:
                The  Company  maintains  its  cash  balances  primarily  in  one
                financial  institution.  As of October  31,  2000,  the  balance
                exceeded the Federal Deposit  Insurance  Corporation  limitation
                for coverage of $100,000 by $236,894. In addition, two unsecured
                money market accounts totaling $220,529 were held at October 31,
                2000.  The  Company  reduces  its  exposure  to  credit  risk by
                maintaining such balances with financial  institutions that have
                high credit ratings.

                Accounts  receivable are financial  instruments that also expose
                the Company to a concentration  of credit risk. Such exposure is
                limited  by  the  large  number  of  customers   comprising  the
                Company's  customer base and their  dispersion  across different
                geographic areas. In addition,  the Company  routinely  assesses
                the  financial  strength  of  its  customers  and  maintains  an
                allowance for doubtful  accounts that  management  believes will
                adequately provide for credit losses.

                Sales to one customer  represented 17% and 16% of total sales in
                2000 and 1999, respectively. The Company does not have a written
                agreement with this customer and  therefore,  this customer does
                not have any minimum purchase  obligations and could stop buying
                the  Company's  product  at any  time.  A  reduction,  delay  or
                cancellation  of orders  from this  customer or the loss of this
                customer could  significantly  reduce the Company's revenues and
                profits.

Note 3 - Investments:
               At October 31, 2000, investments in available-for-sale securities
               consisted  of units of mutual  funds  that  invest  primarily  in
               short-term,  secured obligations.  The investments are carried at
               fair value at October 31, 2000. Net unrealized  holding losses on
               these  investments  as of October 31, 2000 were  $40,890,  net of
               deferred  taxes of  $30,700.  There were no  unrealized  gains or
               losses in 1999. There were no realized gains or losses from sales
               of investments during 2000 or 1999.

Note 4 - Inventories:
               Inventories consisted of the following as of October 31, 2000:

                  Raw materials and supplies...................   $  559,786
                  Finished goods...............................    3,605,456
                                                                 -----------
                     Total.....................................   $4,265,242




                                       F-10

<PAGE>




Note 5 - Commitments:
               The Company leases its facilities in San Diego,  California under
               a noncancelable  operating  lease.  The lease expires in May 2005
               and requires  minimum annual rental  payments that are subject to
               fixed annual  increases.  The minimum  annual  rentals under this
               lease are being charged to expense on a straight-line  basis over
               the lease term. Deferred rentals were not material at October 31,
               2000.  The lease also  requires the payment of the  Company's pro
               rata share of the real estate  taxes and  insurance,  maintenance
               and other  operating  expenses  related  to the  facilities.  The
               Company also leases certain  automobiles  under operating  leases
               which expire at various dates through June 2001.

               Total rent expense under all operating  leases  totaled  $120,760
               and $99,062 in 2000 and 1999, respectively.

               Minimum lease  payments  under these  operating  leases for years
               subsequent to October 31, 2000 are as follows:

                       Year Ending

                       October 31,

                           2001 ...................................   $126,698
                           2002 ...................................    133,140
                           2003 ...................................    136,982
                           2004 ...................................    132,360
                           2005 ...................................     80,297
                                                                     ----------
                             Total ...............................    $609,477
                                                                     =========

               The Company has an  employment  agreement  with its President and
               Chief  Executive  Officer which expires on February 24, 2005. The
               aggregate amount of compensation  provided for over the remaining
               term of the agreement amounts to $541,667.

Note 6 - Segment information:
               During 1999,  the Company  adopted the provisions of Statement of
               Financial  Accounting  Standards  No.  131,   "Disclosures  about
               Segments of an Enterprise and Related  Information" ("SFAS 131").
               Pursuant  to the  provisions  of SFAS 131,  the  Company  reports
               segment  sales  in the  same  format  reviewed  by the  Company's
               management (the "management approach").

               Management  identifies the Company's  segments based on strategic
               business units that are, in turn, based along market lines. These
               strategic business units offer products and services to different
               markets in accordance with their customer base and product usage.
               Accordingly,  the Company's two business segments are centered on
               the operations  associated with the RF CONNECTOR Division and the
               NEULINK Division.  Substantially all of the Company's  operations
               are conducted in the United States;  however, the Company derives
               a portion of its revenue from export sales. The Company evaluates
               the  performance  of each segment  based on income or loss before
               income taxes. The Company has no significant  intersegment  sales
               or  transfers.  Assets are  managed  on a  corporate  basis.  The
               Company allocates depreciation and other indirect expenses at the
               rate of 80% to the RF  CONNECTOR  Division and 20% to the NEULINK
               Division.


                                         F-11


<PAGE>




Note 6 - Segment Information (concluded):
               Net sales,  income (loss)  before  provision for income taxes and
               other related segment  information as of October 31, 2000 and for
               the years ended October 31, 2000 and 1999 follows:
<TABLE>
<CAPTION>

                                                                                        Common/
                                                           Connector      Neulink      Corporate      Total
                                                          -----------   ----------    -----------   ---------
<S>                                                        <C>          <C>           <C>          <C>
                2000
              --------
                Net sales ..............................   $8,133,901   $  768,210                 $8,902,111
                Income (loss) before
                  provision for income
                  taxes ................................    2,192,125     (193,573)   $  185,264    2,183,816
                Depreciation ...........................       59,383       14,846                     74,229
                Research and
                  development expense ..................       12,000       50,000                     62,000

                1999
              -------
                Net sales ..............................   $5,148,576   $  991,552                 $6,140,128
                Income (loss) before
                  provision for income
                  taxes ................................    1,296,972      (98,887)   $  126,516    1,324,601
                Depreciation ...........................       44,161       11,040                     55,201
                Research and
                  development expense ..................       20,903       13,610                     34,513
</TABLE>
               The Company attributes  revenues to geographic areas based on the
               location of the customers. The following table presents the reve-
               nues of the  Company  by  geographic  area  for the  years  ended
               October 31, 2000 and 1999:
                                                           2000         1999
                                                         --------     --------

               United States........................    $7,477,773   $5,244,973
               Foreign countries....................     1,424,338      895,155
                                                        ----------   ----------
                  Total............................     $8,902,111   $6,140,128
                                                        ==========   ==========


                                        F-12
<PAGE>




Note 7 - Income taxes:
          The net provision for income taxes consisted of the following provi-
          sions and (credits):
                                                           2000         1999
                                                         --------     --------
                Current:
                   Federal .........................   $ 739,600    $ 377,500
                   State ...........................     201,000      109,200
                                                        ---------    ---------
                                                         940,600      486,700
                                                        ---------    ---------
                Deferred:
                   Federal .........................     (67,700)      18,000
                   State ...........................      (9,600)      (4,000)
                                                        ---------    ---------
                                                         (77,300)      14,000
                                                        ---------    ---------

                     Totals ........................   $ 863,300    $ 500,700
                                                        =========    =========

             Income  tax at the  Federal  statutory  rate is  reconciled  to the
             Company's actual net provision for income taxes as follows:
<TABLE>
<CAPTION>

                                                        2000                        1999
                                                ---------------------      ---------------------
                                                          % of Pretax               % of Pretax
                                                 Amount       Income        Amount     Income
<S>                                           <C>           <C>           <C>           <C>
           Income tax at Federal
              statutory rate ................ $ 742,500     34.0%         $450,360      34.0%

            State tax provision, net
               of Federal tax benefit .......   126,324      6.0            69,432       5.2

            Other credit ....................    (5,524)    ( .5)          (19,092)     (1.4)
                                               ---------    -----         ---------     -----

            Provision for income
               taxes ........................ $ 863,300     39.5%        $ 500,700      37.8%
                                              =========     ====          =========     ====
</TABLE>


           The Company's total  deferred tax assets and deferred tax liabilities
           at October 31, 2000 are as follows:

                                                         2000           1999
                                                       --------       --------

              Total deferred tax assets.............   $298,400       $190,000
              Total deferred tax liabilities........    (38,400)       (38,000)
                                                      ----------     ----------

                 Net deferred tax assets............   $260,000       $152,000
                                                       ========       ========

           The temporary  differences generating  net current and noncurrent de-
           ferred  tax assets and  liabilities were primarily related to accrued
           vacation expense, reserves for doubtful accounts,  deferred compensa-
           tion, inventory obsolescence unrealized losses  on available-for-sale
           securities and depreciation.



                                      F-13

<PAGE>

Note 8 - Stock options:
                Incentive and Non-Qualified Stock Option Plans:
                    The Board of Directors  approved an  Incentive  Stock Option
                    Plan (the "Incentive Plan") during fiscal 1990 that provides
                    for grants of options to employees to purchase up to 500,000
                    shares of common stock to  employees  of the Company.  Under
                    the Incentive Plan, the option price cannot be less than the
                    fair  market  value  on the date  options  are  granted  and
                    options can expire no later than ten years after the date of
                    grant. Options vest immediately upon grant.

                    The Board of Directors also approved a  Non-Qualified  Stock
                    Option Plan (the  "Non-Qualified  Plan")  during fiscal 1990
                    that  provides  for  grants of  options  to  purchase  up to
                    200,000  shares of common stock to officers,  directors  and
                    other recipients  selected by the Board of Directors.  Under
                    the Non-Qualified Plan, the option price cannot be less than
                    85% of the fair market value on the date options are granted
                    and  options  can expire no later  than ten years  after the
                    date of grant. Options vest immediately upon grant.

                Compensatory stock option plans:
                    The  Company  granted  to its  President  an option  for the
                    purchase of 500,000 shares of common stock at $.10 per share
                    pursuant to the terms of his employment  contract dated June
                    1, 1994 that became  effective  as of July 1, 1993.  Options
                    for the purchase of 83,333 shares vested  annually from July
                    1994 through July 1999. The  difference of $230,000  between
                    the market  value and the  aggregate  purchase  price of the
                    shares  subject to option at the date of grant was initially
                    recorded  as  unearned   compensation   and  deducted   from
                    stockholders'  equity,  of which  $25,569 was  amortized  to
                    compensation expense in 1999.

                    The Company granted to two executives  options to purchase a
                    total of  180,000  shares of common  stock at $.10 per share
                    pursuant to the terms of their  employment  contracts  dated
                    February 1, 1998. The options to purchase  45,000 shares are
                    scheduled to vest and become exercisable annually from March
                    1, 1998 through February 1, 2002. The difference of $376,200
                    between the market value and the aggregate purchase price of
                    the  shares  subject  to  option  at the date of  grant  was
                    initially  recorded as unearned  compensation  and  deducted
                    from  stockholders'  equity, and is being amortized over the
                    vesting  period.   A  total  of  $94,056  was  amortized  to
                    compensation expense in 2000 and 1999.

               Additional required disclosures related to stock option plans:
                    Since  the  Company  has  elected  to  continue  to use  the
                    provisions of APB 25 in  accounting  for stock  options,  no
                    earned or unearned  compensation  cost was recognized in the
                    accompanying  financial  statements  for stock options other
                    than the amounts  attributable to the  compensatory  options
                    granted to the executives  described above. Had compensation
                    cost been  determined  based on the fair  value at the grant
                    date for all awards  consistent  with the provisions of SFAS
                    123,  the  Company's  net income and net income per share in
                    2000 and 1999  would  have  been  reduced  to the pro  forma
                    amounts set forth below:

                                      F-14

<PAGE>

                                                           2000          1999
                                                       ----------    ----------

                   Net income - as reported..........  $1,320,516      $823,901
                   Net income - pro forma............  $  733,766      $753,517

                   Basic earnings per share:
                      As reported....................        $.40          $.27
                      Pro forma .....................        $.22          $.24

                   Diluted earnings per share:
                      As reported....................        $.34          $.24
                      Pro forma......................        $.19          $.21


                    The fair value of each  option  granted in 2000 and 1999 was
                    estimated  on the  date  of  grant  using  the  Black-Sholes
                    option-pricing  model with the  following  weighted  average
                    assumptions:

                                                             2000         1999
                                                           --------    ---------
                      Dividend yield...................         0%           0%
                      Expected volatility..............       145%          23%
                      Risk-free interest rate..........       6.5%         6.5%
                      Expected lives...................   10 years     10 years

                   Additional   information   regarding  all  of  the  Company's
                   outstanding  stock  options at October  31, 2000 and 1999 and
                   changes  in  outstanding  stock  options  in  2000  and  1999
                   follows:
<TABLE>
<CAPTION>

                                                                      2000                      1999
                                                              ---------------------     ---------------------
<S>                                                           <C>         <C>            <C>          <C>

                                                                           Weighted                    Weighted
                                                               Shares       Average       Shares       Average
                                                              or Price      Exercise      or Price     Exercise
                                                              Per Share      Price       Per Share      Price
                                                             ----------   -----------   -----------   ----------

                  Options outstanding at
                    beginning of year.....................     917,233        .79          965,263        .80
                  Options granted........................      219,020       3.23          46,887        1.50
                  Options exercised......................     (253,459)      1.14         (70,000)        .40
                  Options forfeited......................      (25,280)      3.42         (24,917)       3.44
                                                              ---------                  ---------

                  Options outstanding at  end of year....      857,514       1.24         917,233        .79
                                                               ========                  =========

                  Option price range at end of year......   $.10-$5.75                 $.10-$5.75

                  Options available for grant at
                    end of year ........................       136,214                    179,954

                    Option price range for options
                    exercised during the year ..........    $.10-$5.75                 $.10-$1.00

</TABLE>


                                        F-15


<PAGE>


Note 8 - Stock options (concluded):
      Additional required disclosures related to stock option plans (concluded):
         The  following  table  summarizes   information  about  stock
         options  outstanding at October 31, 2000, all of which are at
         fixed-prices:
<TABLE>
<CAPTION>

                                                                  Weighted
                                                                  Average
                                                                 Remaining
                                                             Contractual Life              Number
                 Exercise                  Number               of Options              of Options
                   Price                Outstanding             Outstanding              Exercisable
             -----------------          -----------             -----------              -----------
<S>                <C>                      <C>           <C>                               <C>
                   $  .10                   542,000       1 yr after termination             488,000
                    $1.33                    10,000                9 yrs.                     10,000
                    $1.50                   100,000               10 yrs.                    100,000
                    $1.56                    27,460                9 yrs.                     27,460
                    $1.59                    17,555                8 yrs.                     17,555
                    $1.87                     6,500                8 yrs.                      6,500
                    $2.13                     6,000                7 yrs.                      6,000
                    $2.50                     6,000                7 yrs.                      6,000
                    $4.35                    12,000               10 yrs.                     12,000
                    $4.88                     8,000                6 yrs.                      8,000
                    $5.12                    94,697               10 yrs.                     94,697
                    $5.75                    27,302                6 yrs.                     27,302
                                           --------                                         --------
                                            857,514                                          803,514
                                            =======                                          =======
</TABLE>


Note 9 - Retirement plan:
                The Company  sponsors a deferred savings and profit sharing plan
                under Section 401(k) of the Internal Revenue Code. Substantially
                all of its  employees  may  participate  in and  make  voluntary
                contributions to this defined  contribution plan after they meet
                certain eligibility requirements.  The Board of Directors of the
                Company can authorize additional discretionary  contributions by
                the Company.  The Company did not make contributions to the plan
                in 2000 or 1999.

Note 10- Related party transactions:
                The note receivable  from  stockholder of $70,000 at October 31,
                2000 is due from the President of the Company, bears interest at
                6%, payable annually, and has no specific due date.

                Receivables  from the sale of stock arose from  advances made to
                assist  officers and  employees in the exercise of stock options
                and,  accordingly,  are reported as a reduction of stockholders'
                equity in the  accompanying  balance sheet.  The receivables are
                interest free and are due prior to October 31, 2001.


                                       F-16

<PAGE>




Note 11- Regulatory matters:
               In August 2000,  the Company was notified that the Securities and
               Exchange  Commission (SEC) issued a formal order of investigation
               to determine whether violations of certain aspects of the Federal
               securities  laws may have  occurred in  connection  with  matters
               related  to  the  Company.  The  formal  order  of  investigation
               indicates  that the SEC is  examining  the  conduct of persons or
               entities,  including  the  Company,  who may have  made  improper
               statements  regarding the Companys order  backlog,  manufacturing
               and design capabilities, and ownership of the Companys stock. The
               SEC is also examining  whether the Companys  filings with the SEC
               may have contained improper  statements  concerning,  among other
               things,   the  Companys   financial   condition  and  results  of
               operations.

               The SEC has indicated that this  investigation  is a fact-finding
               inquiry and should not be construed as a conclusion by the SEC or
               its staff that any  violation of law has occurred or that the SEC
               or its staff has a  negative  opinion  of any  person,  entity or
               security.  The Company is cooperating  with the SEC in connection
               with this investigation and its outcome cannot yet be determined.

Note 12- Subsequent events:
               On December 5, 2000 the Company purchased 100% of the outstanding
               common   stock   of   Bioconnect,   Inc.,   a   privately   -held
               California-based   manufacturer   and  marketer  of  interconnect
               products  to  the   healthcare   industry   for   $400,000.   The
               consideration   consisted  of  $150,000  cash  delivered  at  the
               closing;  $50,000  cash paid on  January 1,  2001;  $50,000  cash
               payable on each of January 1, 2002 and  January 1, 2003,  and the
               assumption  of a $100,000  promissory  note to a  shareholder  of
               Bioconnect.  In addition,  the Company  entered  into  employment
               contracts with the  stockholders of Bioconnect  which provide for
               aggregate   compensation   through  December  31,  2002  totaling
               $450,000.




                                      * * *




                                      F-17



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FDS FOR YEAR ENDED 10/31/00
<TEXT>

<TABLE> <S> <C>


<ARTICLE>                     5

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               OCT-31-2000
<PERIOD-START>                  NOV-01-1999
<PERIOD-END>                    OCT-31-2000
<CASH>                              557,923
<SECURITIES>                      2,208,558
<RECEIVABLES>                     1,355,935
<ALLOWANCES>                         42,000
<INVENTORY>                       4,165,242
<CURRENT-ASSETS>                  8,598,437
<PP&E>                              924,017
<DEPRECIATION>                      605,164
<TOTAL-ASSETS>                    9,092,761
<CURRENT-LIABILITIES>               916,716
<BONDS>                                   0
<PREFERRED-MANDATORY>                     0
<PREFERRED>                               0
<COMMON>                             34,021
<OTHER-SE>                        8,142,024
<TOTAL-LIABILITY-AND-EQUITY>      9,092,761
<SALES>                           8,902,111
<TOTAL-REVENUES>                  9,030,796
<CGS>                             4,404,515
<TOTAL-COSTS>                     7,032,244
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                  185,264
<INCOME-PRETAX>                   2,183,816
<INCOME-TAX>                        863,300
<INCOME-CONTINUING>               1,320,516
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                      1,320,516
<EPS-BASIC>                             .40
<EPS-DILUTED>                           .34



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