**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





_____________________





FORM
      10-QSB





QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d)


SECURITIES
      EXCHANGE ACT OF 1934





**FOR
      THE QUARTER ENDED JANUARY 31, 2007**





Commission
      file number: 0-13301





**RF
      INDUSTRIES, LTD.**


(Exact
      name of registrant as specified 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 principalexecutive offices)
            (Zip
                Code)(858)
                549-6340
            FAX
                (858)
                549-6345





(Issuer’s
      telephone and fax numbers, including area code)





Securities
      registered pursuant to Section 12(b) of the Act: None





Check
      whether the issuer (1) has 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 filing requirements for the past 90 days.


Yes
      [X]
      No [ ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [ ] No [X]





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock at
      the latest practicable date. As of March 2, 2007, the registrant had 3,318,233
      shares of Common Stock, $.01 par value, issued.





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]







**Part
      I. FINANCIAL INFORMATION**





**Item
      1: Financial Statements**





**RF
      INDUSTRIES, LTD.**


**CONDENSED
      BALANCE SHEETS**





**ASSETS**
            
            **January
                31, 2007**
            
            **October
                31, 2006****(Unaudited)**
            
            **(Note
                1)****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            5,485,410
            
            $
            4,612,935Investments
              in
              available-for-sale securities
            
            
            1,041,248
            
            
            2,252,589Trade
                accounts receivable, net of allowance for doubtful accounts of $44,372
                and
                $45,653
            
            
            1,270,777
            
            
            2,053,402Inventories
            
            
            5,517,542
            
            
            5,250,484Income
                tax refund receivable
            
            
            125,604
            
            
            -Other
                current assets
            
            
            258,500
            
            
            208,156Deferred
                tax assets
            
            
            180,000
            
            
            196,075**TOTAL
                CURRENT ASSETS**
            
            
            13,879,081
            
            
            14,573,641**Equipment
                and furnishings:**Equipment
                and tooling
            
            
            1,662,822
            
            
            1,662,822Furniture
                and office equipment
            
            
            386,137
            
            
            386,1372,048,959
            
            
            2,048,959Less
                accumulated depreciation
            
            
            1,726,203
            
            
            1,672,813**TOTAL**
            
            
            322,756
            
            
            376,146Goodwill
            
            
            200,848
            
            
            200,848Amortizable
                intangible asset, net
            
            
            63,333
            
            
            73,333Note
                receivable from stockholder
            
            
            66,980
            
            
            66,980Other
                assets
            
            
            28,087
            
            
            28,087**TOTAL
                ASSETS**
            
            **$**
            **14,561,085**
            
            **$**
            **15,319,035**





2


**Item
      1: Financial Statements** (continued)





**RF
      INDUSTRIES, LTD.**


**CONDENSED
      BALANCE SHEETS**





**January
                31, 2007**
            
            **October
                31, 2006****(Unaudited)**
            
            **(Note
                1)****LIABILITIES
                AND****STOCKHOLDERS’
                EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            358,290
            
            $
            441,203Accrued
                expenses
            
            
            406,433
            
            
            603,351Income
                taxes payable
            
            
            20,940
            
            
            719,864**TOTAL
                CURRENT LIABILITIES**
            
            
            785,663
            
            
            1,764,418Deferred
                tax liabilities
            
            
            76,000
            
            
            90,618**TOTAL
                LIABILITIES**
            
            
            861,663
            
            
            1,855,036**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS’
                EQUITY**Common
                stock - authorized 10,000,000 shares of $0.01 par value; 3,268,228
                and
                3,252,613 shares issued and outstanding
            
            
            32,682
            
            
            32,526Additional
                paid-in capital
            
            
            4,787,975
            
            
            4,582,897Retained
                earnings
            
            
            8,876,200
            
            
            8,843,268Accumulated
                other comprehensive income
            
            
            2,565
            
            
            5,308**TOTAL
                STOCKHOLDERS’ EQUITY**
            
            
            13,699,422
            
            
            13,463,999**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            **$**
            **14,561,085**
            
            **$**
            **15,319,035**




See
      Notes
      to Condensed Unaudited Financial Statements




3


**Item
      1: Financial Statements** (continued)





**RF
      INDUSTRIES, LTD.**


**CONDENSED
      STATEMENTS OF INCOME**


**THREE
      MONTHS ENDED JANUARY 31**


**(Unaudited)**





**2007**
            
            **2006**Net
                sales
            
            $
            3,152,128
            
            $
            3,374,912Cost
                of sales
            
            
            1,890,421
            
            
            1,814,343Gross
                profit
            
            
            1,261,707
            
            
            1,560,569Operating
                expenses:Engineering
            
            
            116,982
            
            
            149,346Selling
                and general
            
            
            1,123,531
            
            
            1,020,402Totals
            
            
            1,240,513
            
            
            1,169,748Operating
                income
            
            
            21,194
            
            
            390,821Other
                income - interest
            
            
            108,738
            
            
            73,012Income
                before provision for income taxes
            
            
            129,932
            
            
            463,833Provision
                for income taxes
            
            
            97,000
            
            
            198,500**Net
                income**
            
            $
            32,932
            
            $
            265,333Basic
                earnings per share
            
            $
            0.01
            
            $
            0.09Diluted
                earnings per share
            
            $
            0.01
            
            $
            0.07Basic
                weighted average shares outstanding
            
            
            3,256,758
            
            
            3,107,732Diluted
                weighted average shares outstanding
            
            
            3,817,132
            
            
            3,656,857




See
      Notes
      to Condensed Unaudited Financial Statements




4


**Item
      1: Financial Statements** (continued)




**RF
      INDUSTRIES, LTD.**


**CONDENSED
      STATEMENTS OF CASH FLOWS**


**THREE
      MONTHS ENDED JANUARY 31**


**(Unaudited)**





**2007**
            
            **2006**OPERATING
                ACTIVITIES:Net
                income
            
            $
            32,932
            
            $
            265,333Adjustments
                to reconcile net income to net cash (used in) provided by operating
                activities:Provision
                for bad debts
            
            
            (3,894
            )
            
            13,344Depreciation
                and amortization
            
            
            63,390
            
            
            67,784Deferred
                income taxes
            
            
            1,457Stock
                based compensation expense
            
            
            129,851
            
            
            -Income
                tax benefit on non-qualified stock options
            
            
            -
            
            
            111,100Changes
                in operating assets and liabilities:
            
            
            -
            
            
            -Trade
                accounts receivable
            
            
            786,519
            
            
            488,209Inventories
            
            
            (267,058
            )
            
            167,805Income
                tax refund receivable / payable
            
            
            (824,528
            )
            
            87,400Other
                current assets
            
            
            (50,344
            )
            
            (132,865
            )Accounts
                payable
            
            
            (82,913
            )
            
            (104,892
            )Accrued
                expenses
            
            
            (196,918
            )
            
            76,044Net
                cash (used in) provided by operating activities
            
            
            (411,506
            )
            
            1,039,262INVESTING
                ACTIVITIES:Purchase
                of available-for-sale securities
            
            
            -
            
            
            (1,021,824
            )Sale
                of available-for-sale securities
            
            
            1,208,598Capital
                expenditures
            
            
            -
            
            
            (27,251
            )Payment
                of notes receivable
            
            
            -
            
            
            2,500Payments
                of notes receivable from related parties
            
            
            -
            
            
            29,750Net
                cash (used in) provided by investing activities
            
            
            1,208,598
            
            
            (1,016,825
            )FINANCING
                ACTIVITIES - exercise of stock options
            
            
            75,383
            
            
            134,497Net
                increase in cash and cash equivalents
            
            
            872,475
            
            
            156,934Cash
                and cash equivalents, beginning of period
            
            
            4,612,935
            
            
            4,507,219Cash
                and cash equivalents, end of period
            
            $
            5,485,410
            
            $
            4,664,153Supplemental
                disclosure of non cash investing activities:Net
                decrease in unrealized gain on available-for-sale
                securities
            
            
            ($2,743
            )
            
            -Supplemental
                cash flow information:Income
                taxes paid
            
            $
            920,071
            
            
            -





See
      Notes
      to Condensed Unaudited Financial Statements




5


**RF
      INDUSTRIES, LTD.**


**NOTES
      TO CONDENSED UNAUDITED FINANCIAL STATEMENTS**




**Note
      1 - Unaudited interim financial statements**




The
      accompanying unaudited condensed financial statements have been prepared in
      conformity with accounting principles generally accepted in the United States
      of
      America for interim financial information and with the instructions to Form
      10-QSB. Accordingly, they do not include all of the information and footnotes
      required by accounting principles generally accepted in the United States of
      America for complete financial statements. In the opinion of management, all
      adjustments have been included in order to make the information not misleading.
      Information included in the balance sheet, as of October 31, 2006 has been
      derived from, and certain terms used herein are defined in, the audited
      financial statements of the Company as of October 31, 2006 included in the
      Company’s Annual Report on Form 10-KSB (“Form 10-KSB”) for the year ended
      October 31, 2006 that was previously filed with the Securities and Exchange
      Commission. Operating results for the three month period ended January 31,
      2007,
      are not necessarily indicative of the results that may be expected for the
      year
      ending October 31, 2007. The unaudited condensed financial statements should
      be
      read in conjunction with the financial statements and footnotes thereto included
      in the Company’s Annual Report on Form 10-KSB for the year ended October 31,
      2006.




**Note
      2 - Investments**




Pursuant
      to Statement of Financial Accounting Standards No. 115, “Accounting for Certain
      Investments in Debt and Equity Securities,” the Company’s investments in U.S.
      Treasury Bills were classified as available-for-sale securities and,
      accordingly, were valued at fair value at the end of each period. If there
      is an
      other than temporary decline in fair value, the cost basis of the individual
      security would have been written down to fair value via a charge to earnings.
      Unrealized holding gains as of January 31, 2007 were $2,565. Total comprehensive
      income was $30,189 and $265,333 for the three months ended January 31, 2007
      and
      2006, respectively.




**Note
      3 - Components of inventory**




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.




January
                31, 2007
            
            October
                31, 2006(Unaudited)Raw
                materials and supplies
            
            $
            1,108,187
            
            $
            1,038,857Work
                in process
            
            
            24,490
            
            
            20,024Finished
                goods
            
            
            4,406,007
            
            
            4,259,125Inventory
                reserve
            
            
            (21,142
            )
            
            (67,522
            )Total
            
            $
            5,517,542
            
            $
            5,250,484





Purchases
      of connector products from two major vendors in the three month period ended
      January 31, 2007, represented 26% and 24% compared to 43% and 16% of the total
      inventory purchases for the same period in 2006. The Company has arrangements
      with these vendors to purchase product based on purchase orders periodically
      issued by the Company.




6





**Note
      4 - Earnings per share**




Basic
      earnings per share is computed by dividing net income by the weighted average
      number of common shares outstanding during the period. Diluted earnings per
      share is computed by dividing net income by the weighted average number of
      common shares outstanding increased by the effects of assuming that other
      potentially dilutive securities (such as stock options) outstanding during
      the
      period had been exercised and the treasury stock method had been applied. At
      January 31, 2007, the effects of the assumed exercise of options to purchase
      123,758 shares of the Company’s common stock, at a price of $7.50 per share,
      were not included in the computation of diluted per share amounts because they
      were anti-dilutive for that purpose. During the period ended January 31, 2006,
      all options were considered dilutive and included in the calculation of diluted
      earnings per share.




The
      following table summarizes the computation of basic and diluted weighted average
      shares outstanding:




Three
                Months Ended January 312007
            
            2006Weighted
                average shares outstanding for basic earnings per share
            
            
            3,256,758
            
            
            3,107,732Add
                effects of potentially dilutive securities-assumed exercised of stock
                options
            
            
            560,374
            
            
            549,125Weighted
                average shares for diluted net earnings per share
            
            
            3,817,132
            
            
            3,656,857





**Note
      5 - Stock based compensation and equity transactions**




Effective
      November 1, 2006, the Company adopted Statement of Financial Accounting
      Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”). The
      Company elected to use the modified prospective transition method. This method
      requires compensation cost to be recognized in the financial statements over
      the
      service period for the fair value of all awards (including awards to employees)
      granted after the date of adoption as well as for existing awards for which
      the
      requisite service had not been rendered as of the date of adoption and requires
      that prior periods not be restated. Our stock incentive plans provide for the
      granting of qualified and nonqualified options to our officers, directors and
      employees. Outstanding options are generally exercisable one year after the
      date
      of the grant and expire no more than ten years after the grant. The Company
      satisfies the exercise of options by issuing previously unissued common shares.
      Prior to the adoption of SFAS 123R, the Company used the intrinsic value method
      to account for stock options granted to employees and generally made no charges
      against earnings with respect to those options at the date of grant since our
      employee options had exercise prices that were equal to the market price of
      the
      Company’s stock on the grant date.




SFAS
      123R
      requires that the Company elect an approved method to calculate the historical
      pool of windfall tax benefits upon adoption of SFAS 123R within one year of
      its
      adoption. As of January 31, 2007, the Company has not made that election.




For
      the
      three months ended January 31, 2007 the adoption of SFAS 123R reduced income
      from operations by $129,851, reduced net income by approximately
      $117,000  and
      reduced earnings per basic and diluted share by $0.04 and $0.03, respectively.




7




Also,
      in
      accordance with SFAS 123R, the Company will present on a prospective basis
      the
      tax benefits from exercise of stock options in excess of recognized expense
      as a
      cash flow from financing activities in the statement of cash flows, rather
      than
      as a cash flow from operating activities, as was prescribed under accounting
      rules applicable through October 31, 2006. This requirement will reduce the
      amount reflected as net cash provided by operating activities and net cash
      provided by financing activities for that period. Total cash flows will remain
      unchanged from that which would have been reported under prior accounting rules.




The
      weighted average fair value of employee stock options granted by us in the
      three
      months ended January 31, 2007 was estimated to be $3.64 per share using the
      Black-Scholes option pricing model with the following assumptions:




Risk-free
                interest rate
            
            
            5.00
            %Dividend
                yield
            
            
            0.00
            %Expected
                life of the option
            
            
            5
                yearsVolatility
                factor
            
            
            57.00
            %







Expected
      volatilities are based on historical volatility of the Company’s stock, and
      other factors. The Company uses historical experience with exercise and
      post-vesting employment termination behavior to determine the options’ expected
      life. The expected life represents the period of time that options granted
      are
      expected to be outstanding. The risk-free rate is based on the U.S. Treasury
      rate with a maturity date corresponding to the options’ expected
      life.




The
      Company’s historical net income and earnings per common share and pro forma net
      income and earnings per common share assuming compensation cost had been
      determined for the three months ended January 31, 2006 based on the fair value
      instead of the intrinsic value at the grant date for all awards to the Company’s
      employees, using the Black-Scholes option pricing model consistent with the
      provisions of SFAS 123R, and amortized ratably over the vesting period, are
      set
      forth below:




Net
                income - as reported
            
            $
            265,333Deduct
                total stock-based employee compensation expense determined under
                fair
                value-based method for all awards - net of income tax
                effects
            
            
            (35,244
            )Net
                income - pro forma
            
            $
            230,089Basic
                earnings per share - as reported
            
            $
            0.09Basic
                earnings per share - pro forma
            
            $
            0.07Diluted
                earnings per share - as reported
            
            $
            0.07Diluted
                earnings per share - pro forma
            
            $
            0.06








In
      accordance with the provisions of SFAS 123R, all other issuances of common
      stock, stock options, warrants or other equity instruments to employees and
      non-employees as the consideration for goods or services received by the Company
      are accounted for based on the fair value of the equity instruments issued
      (unless the fair value of the consideration received can be more reliably
      measured). Generally, the fair value of any options, warrants or similar equity
      instruments issued is estimated based on the Black-Scholes option-pricing
      model.




8





**Issuances
      of Common Stock by the Company**




During
      the three months ended January 31, 2007, the Company received cash proceeds
      of $75,383 from the exercise of options for the purchase of 15,615 shares of common
      stock.





**RF
      Industries, Ltd. Stock Option Plans**




Descriptions
      of the Company’s stock option plans are included in Note 7 of the Company’s
      Annual Report on Form 10-KSB for the year ended October 31, 2006. A summary
      of
      the status of the options granted under the Company’s stock option plans as of
      January 31, 2007 and the changes in options outstanding during the three months
      then ended is presented in the table that follows:





Shares
            
            Weighted
              Average
                Exercise Price
            
            Weighted Average
              Remaining
              Contractual Term
            
            Aggregate
              Intrinsic
              ValueOutstanding
                at beginning of period
            
            
            974,122
            
            $
            3.05Options
                granted
            
            
            10,000
            
            $
            6.72Options
                exercised
            
            
            (15,615
            )
            $
            4.62Options
                canceled or expired
            
            
            -Options
                outstanding at end of period
            
            
            968,507
            
            $
            3.02
            
            
            8.5
                years
            
            $
            5,110,686Options
                exercisable at end of period
            
            
            684,749
            
            $
            2.32
            
            
            5.4
                years
            
            $
            3,520,509





As
      of January 31, 2007, $633,752 of expense with respect to nonvested share-based
      arrangements has yet to be recognized which is expected to be recognized over
      a
      weighted average period of 1.6 years.





The
      total intrinsic value of stock options exercised during the three months ended
      January 31, 2007 was $56,247.





**Note
      6 - Concentration of Credit Risk**




Two
      customers accounted for approximately 17% and 12% of the Company’s net sales for
      the three months ended January 31, 2007. One customer accounted for 16% of
      the
      Company’s net sales for the three month period ended January 31, 2006. Although
      these customers have been customers of the Company continuously during the
      past
      six years, the written agreement with this customer does not have any minimum
      purchase obligations and the customer could stop buying the Company’s products
      at any time and for any reason. A reduction, delay or cancellation of orders
      from these customers or the loss of these customers could significantly reduce
      the Company’s revenues and profits. The Company cannot provide assurance that
      these customers 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.




9




**Note
      7 - Geographical Information**




The
      Company attributes sales to geographic areas based on the location of the
      customers. The following table presents the sales of the Company by geographic
      area for the three month periods ended January 31, 2007 and 2006:




Three
                Months Ended January 312007
            
            2006United
                States
            
            $
            2,574,523
            
            $
            3,013,718Foreign
                countries
            
            
            577,605
            
            
            361,194$
            3,152,128
            
            $
            3,374,912





**Note
      8 -** **Income
      tax provision**




The
      income tax provision reflected in the accompanying unaudited condensed statement
      of income for the three months ended January 31, 2007 is different than the
      expected tax provision computed based on the pre-tax income and the applicable
      statutory Federal income tax rate of 34% and the state income tax rate, net
      of
      Federal tax effects, of 5.83%. Interim tax provisions are determined using
      an
      estimate of the annual effective tax rate. As of January 31, 2007, the Company
      estimated that its effective annual tax rate for the year ending October 31,
      2007 will be approximately 74.7%, which is above the expected statutory rate
      primarily as a result of permanent differences between income before taxes
      for
      financial reporting purposes and taxable income. The most significant permanent
      difference was related to the portion of compensation expense recognized for
      financial reporting purposes that was attributed to the noncash charges recorded
      under SFAS 123R for the fair value of qualified incentive stock options, or
      ISOs, granted to employees, which are generally not deductible for tax reporting
      purposes. The Company recognized noncash, nondeductible charges to compensation
      expense of approximately $97,000 in the three months ended January 31, 2007
      related to ISOs under SFAS 123R.




**Note
      9 - Subsequent Event**




On
      March
      14, 2007, the Board of Directors of the Company declared a quarterly cash
      dividend of $0.02 per share. The dividend payment will be payable to
      stockholders on April 16, 2007 to shareholder of record on March 30,
      2007




**Item
      2:**  **Management’s
      Discussion and Analysis and Plan of Operation**




This
      report contains forward-looking statements. These statements relate to future
      events or the Company’s future financial performance. In some cases, you can
      identify forward-looking statements 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 statements are only predictions. Actual events or results
      may
      differ materially.




Although
      the Company believes that the expectations reflected in the forward-looking
      statements are reasonable, the Company cannot guarantee future results, levels
      of activity, performance or achievements. Moreover, neither the Company, nor
      any
      other person, assumes responsibility for the accuracy and completeness of the
      forward-looking statements. The Company is under no obligation to update any
      of
      the forward-looking statements after the filing of this Quarterly Report on
      Form
      10-QSB to conform such statements to actual results or to changes in its
      expectations.




The
      following discussion should be read in conjunction with the Company’s financial
      statements and the related notes and other financial information appearing
      elsewhere in this Form 10-QSB. Readers are also urged to carefully review and
      consider the various disclosures made by the Company which attempt to advise
      interested parties of the factors which affect the Company’s business, including
      without limitation the disclosures made under the caption “Management’s
      Discussion and Analysis and Plan of Operation,” under the caption “Risk
      Factors,” and the audited financial statements and related notes included in the
      Company’s Annual Report filed on Form 10-KSB for the year ended October 31, 2006
      and other reports and filings made with the Securities and Exchange
      Commission.




10




**Critical
      Accounting Policies**




The
      financial statements of the Company’s are prepared in conformity with accounting
      principles generally accepted in the United States of America (“GAAP”). The
      preparation of these financial statements requires the Company’s management to
      make estimates and assumptions about future events that affect the amounts
      reported in the financial statements and related notes. Future events and their
      effects cannot be determined with absolute certainty. Therefore, the
      determination of estimates requires the exercise of judgment. The Company’s
      significant accounting policies are summarized in Note 1 to the financial
      statements contained in its Annual Report on Form 10-KSB filed for the fiscal
      year ended October 31, 2006.




**Executive
      Overview**




The
      Company’s markets connectors and cables to numerous industries for use in
      thousands of products, primarily for the wireless marketplace. In addition,
      to a
      limited extent, the Company also markets wireless products that incorporate
      connectors and cables. Since sales of RF connectors and cable assemblies
      represent 80% of the Company’s net sales during the three month period ended
      January 31, 2007, the Company’s results of operations and liquidity are
      principally dependent upon the results of its RF connector and cable
      operations.




**Liquidity
      and Capital Resources**




Management
      believes that existing current assets and the amount of cash it anticipates
      it
      will generate from current operations will be sufficient to fund the anticipated
      liquidity and capital resource needs of the Company for at least twelve months.
      The Company does not, however, currently have any commercial banking
      arrangements providing for loans, credit facilities or similar matters should
      the Company need to obtain additional capital. Management’s beliefs that its
      existing assets and the cash expected to be generated from operations will
      be
      sufficient during the current fiscal year are based on the
      following:




§
            As
                of January 31, 2007, the amount of cash and cash equivalents was
                equal to
                $5,485,410 in the aggregate and the Company had $1,041,248 of investments
                in available-for-sale securities.




§
            As
                of January 31, 2007, the Company had $13,879,081 in current assets,
                and
                $785,663 in current liabilities.




§
            As
                of January 31, 2007, the Company had no outstanding indebtedness
                (other
                than accounts payable and accrued
                expenses).




The
      Company does not believe it will need material additional capital equipment
      in
      the next twelve months. In the past, the Company has financed some of its
      equipment and furnishings requirements through capital leases. No additional
      capital equipment purchases have been currently identified that would require
      significant additional leasing or capital expenditures during the next twelve
      months. Management also believes that based on the Company’s current financial
      condition, the absence of 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.




11




The
      Company recognized net income of $32,932 for the three months ended January
      31,
      2007. However, despite generating net income, the Company realized negative
      cash
      flows of $411,506 from its operating activities. The Company’s overall cash
      position increased by $872,475 during the three month period ended January
      31,
      2007. The principal reason for the negative cash flow from operations included
      the purchase of additional inventory and the payment of approximately $920,000
      of income taxes. The income tax obligation was recognized in prior periods
      and
      paid during this last fiscal quarter.




Trade
      accounts receivable (net of allowances for doubtful accounts) at January 31,
      2007 decreased approximately 38%, or by $786,519 to $1,270,777 compared to
      the
      October 31, 2006 balance of $2,053,402. The decrease in accounts receivable
      is
      due to both a 7% decrease in net sales for the first fiscal quarter of 2007
      compared with the same period in the prior year and to improved receivables
      management and collection efforts by the Company.




Inventories
      at January 31, 2007 increased 5%, or $267,058 to $5,517,542 compared to
      $5,250,484 on October 31, 2006. The increase in inventories is due to
      decreased sales during the fiscal quarter ended January 31, 2007. The Company
      did not adjust its inventory purchases during the last fiscal quarter to reflect
      the decrease in sales.




Other
      current assets, including prepaid expenses and deposits, increased $50,344
      to
      $258,500 as of January 31, 2007, from $208,156 on October 31, 2006.




Accounts
      payable at January 31, 2007 decreased $82,913 to $358,290 from $441,203 on
      October 31, 2006. The change in accounts payable is merely the result of the
      timing of invoices received and payments made.




Net
      cash
      provided by investing activities was $1,208,598 for the three months ended
      January 31, 2007 and was attributed to the sale of available-for-sale
      securities.




Net
      cash
      provided by financing activities was $75,383 for the three months ended January
      31, 2007, and was attributable to proceeds received from the exercise of stock
      options.




As
      of
      January 31, 2007, the Company had a total of $5,485,410 of cash and cash
      equivalents compared to a total of $4,612,935 of cash and cash equivalents
      on
      October 31, 2006. However, the amount of investments in available-for-sale
      securities decreased by $1,211,341 as the Company’s available-for-sale
      securities matured. Collectively, the amount of cash and available-for-sale
      securities that the Company held on January 31, 2007 decreased by $338,866
      from
      the amount held on October 31, 2006 due to the negative cash flow from
      operations during the fiscal quarter ended January 31, 2007. However, the
      Company’s current liabilities decreased by $978,755 during the same fiscal
      quarter, as the Company’s cash and available-for-sale securities were used to
      reduce current liabilities, including accounts payable, accrued expenses, and
      income taxes payable. As a result of the significant reduction in current
      liabilities, as of January 31, 2007, the Company had working capital of
      $13,093,418 and a current ratio of 18:1.




On
      March 14, 2007 the Board of Directors of the Company declared a quarterly cash
      dividend of $0.02 per share. The dividend date of record is March 30, 2007
      and
      the payment date is to stockholders on April 16, 2007. Based on the Company’s
      current financial condition and its current operations, the foregoing dividend
      payment is not expected to have a material impact on the Company’s liquidity or
      capital resources.




**Results
      Of Operations**




**Three
      Months Ended 2007 vs. Three Months Ended 2006**




Net
      sales
      in the current fiscal quarter ended January 31, 2006, decreased 7%, or $222,784
      to $3,152,128 from $3,374,912 in the comparable fiscal quarter in the prior
      year, due to decreased sales of the Company’s connectors. The decrease in sales
      for connectors was partially offset by in increase in demand for cable assembly
      and Bioconnect products. The decrease in sales reflects a general decrease
      in
      demand for wireless connectors cable products due primarily to a lack of
      infrastructure capital investment by wireless providers during this period.
      The
      Company believes this decrease is temporary due to the recent consolidation
      of
      wireless providers.




12




Historically,
      foreign sales represent approximately 10% of net sales, foreign sales accounted
      for approximately 11% of net sales during the three month period ended January
      31, 2006. Foreign sales for the fiscal quarter ended January 31, 2007 increased
      by $216,411 to approximately 18% of the Company’s net sales primarily due to
      cable assembly sales to one major international customer.




The
      Company’s gross profit as a percentage of sales declined from 46% to 40% during
      the current fiscal quarter compared to the same fiscal quarter last year. The
      decline in gross margins during the current quarter resulted from higher cost
      of
      goods sold for cable assembly products compared to connector products. The
      revenue mix of connectors to cable assembly products was significantly different
      in this three month period compared to the same three month period last year.
      Cable assembly revenues increased by over $300,000 while RF connector sales
      decrease by $500,000. Because cable assemblies are more labor intensive, the
      Company’s margins for cable sales are significantly lower than its margins for
      connector sales. The Company’s labor costs also increased during the 2007 fiscal
      quarter compared to the comparable quarter last year due to changes in the
      accounting for stock options. As a result of the new method of accounting,
      the
      Company incurred a $49,017 cost of sales expense related to employee stock
      options. No such expense was recognized last year. Overall, the Company’s four
      smaller divisions have significantly lower gross margins than the RF Connector
      and Cable Assembly division. Since the connector and cable assembly products
      net
      sales decreased as a percentage of the Company’s total sales (overall connector
      and cable sales represented 80% of net sales in the current three month period,
      compared with 89% in the comparable period of the prior year), the increase
      in
      sales of lower margin divisions reduced the combined gross margins in the
      current period.




Engineering
      expenses decreased 22%, or $32,364, to $116,982 from $149,346 in the comparable
      quarter of the prior year due to a decrease in development costs for new product
      enhancements. Engineering expenses fluctuate based on design engineering
      expenses incurred by the Company at the request of its customers.




Selling
      and general expenses increased 10% or $103,129 to $1,123,531 from $1,020,402
      in
      the comparable quarter of the prior fiscal year. Selling and general expenses
      were higher in the first quarter of the current fiscal year due primarily to
      the
      company incurring an $80,834 expense related to expensing employee stock
      options. Under the new accounting for stock based compensation regulations,
      the
      Company is required to expense the value of equity securities (stock options)
      previously granted over the periods in which the related services are rendered.
      Accordingly, since the new accounting regulations went into effect on November
      1, 2006, stock option expense was recognized during the fiscal quarter ended
      January 31, 2007, but no such expense was recognized for the same fiscal period
      last year. Additionally, employee benefits costs increased for all divisions
      from the comparable period in 2006. Due to the decrease in net sales, the
      selling and general expenses for the current period as a percentage of sales
      were 36% compared with 30% in the prior year.




Other
      income for the first quarter of 2007 increased $35,727 over the same period
      in
      the prior year due to higher investment interest income.




As
      a
      result of the decrease in revenues, the decrease in gross profit as a percentage
      of sales, and the increase in selling and general expenses, income before
      provision for income taxes during the fiscal quarter ended January 31, 2007
      decreased by $333,901 to $129,932.




13




The
      provision for income taxes during the 2007 fiscal quarter, however, was $97,000
      (or a combined estimated Federal and state income tax rate of approximately
      75%), compared to $198,500 in the fiscal quarter ended January 31, 2006 (or
      a
      combined estimated Federal and state income tax rate of approximately 43%).
      The
      significant increase in the combined statutory Federal and state tax rate in
      the
      2007 fiscal quarter is the result of the difference between income before taxes
      for financial reporting purposes and income for tax reporting purposes.
      Compensation expense attributed to the noncash, charges recorded under SFAS
      123R
      for the fair value of qualified incentive stock options granted to employees
      are
      recognized for the financial reporting purposes but are generally not deductible
      for tax reporting purposes.




The
      combination of an overall decrease in sales compared to last year, a decrease
      in
      gross margins due to a decrease in sales of higher gross margin products, and
      increased labor costs (both actual payments and the accounting effect of stock
      option expenses) and other selling and general expenses, the Company’s operating
      income decreased to $21,194 for the first fiscal quarter of 2007 from $390,821
      in the prior year’s fiscal quarter. The decrease in operating income was
      partially offset by higher interest income and lower income taxes. Accordingly,
      net income for the fiscal quarter ended January 31, 2007 was $32,932 compared
      to
      $265,333 for the same period last year.




**Risk
      Factors**




Investors
      should carefully consider the risks described below and in the Company’s Annual
      Report on Form 10-KSB for the fiscal year ended October 31, 2006. The risks
      and
      uncertainties described below and in the Annual Report are not the only ones
      facing the Company. If any of the following risks actually occur, the Company’s
      business, financial condition or results of operations could be materially
      adversely affected.




Dependence
      On RF Connector and Cable Assembly Products




Of
      the
      Company’s five operating divisions, the three divisions that market RF
      connectors and cables account for approximately 78% of the Company’s net sales
      for the fiscal year ended October 31, 2006, and approximately 80% of net sales
      during the three month period ended January 31, 2007, respectively. The Company
      expects that sales of RF connector and cable products will continue to account
      for the majority of the Company’s revenues for the near future. Accordingly, an
      adverse change in the operations of the three RF connector and cable divisions
      could materially adversely affect the Company’s business, operating results and
      financial condition. Factors that could adversely affect the RF Connector and
      Cable Assembly division, the largest of these three divisions, are described
      below.




The
      Company Depends On Third-Party Contract Manufacturers For Substantially All
      Of
      Its Connector Manufacturing Needs.




Substantially
      all of the Company’s RF Connector and Cable Assembly products are manufactured
      by third-party contract manufacturers. The Company relies on them to procure
      components for RF Connector and Cable Assembly and in certain cases to design,
      assemble and test its products on a timely and cost-efficient basis. 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 the Company’s
      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
      sales 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.




14




The
      Company does not currently have any agreements with any of its contract
      manufacturers, and such manufacturers could stop manufacturing products for
      the
      Company at any time. Although the Company believes that it could locate
      alternate contract manufacturers if any of its manufacturers terminated their
      business, the Company’s operations could be impacted until alternate
      manufacturers are found.




The
      Company’s Dependence On Third-Party Manufacturers Increases The Risk That It
      Will Not Have An Adequate Supply Of Products Or That Its Product Costs Will
      Be
      Higher Than Expected.




The
      risks
      associated with the Company’s dependence upon third parties that develop and
      manufacture and assemble the Company’s products include:




§
            reduced
                control over delivery schedules and
                quality;




§
            risks
                of inadequate manufacturing yields and excessive
                costs;




§
            the
                potential lack of adequate capacity during periods of excess demand;
                and




§
            potential
                increases in prices.




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




Dependence
      Upon Independent Distributors To Sell And Market The Company’s
      Products




The
      Company’s sales efforts are primarily conducted through independent
      distributors. Sales through independent distributors accounted for approximately
      65% of the net sales of the Company for the fiscal year ended October 31, 2006,
      and approximately 49% for the three month period ended January 31, 2007.
      Although the Company has entered into written agreements with most of the
      distributors, the agreements 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
      would 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 the Company’s contact with its
      ultimate customers and the Company’s ability to assure customer
      satisfaction.




Dependence
      On Principal Customers




One
      customer accounted for approximately 16% of the net sales of the Company’s RF
      Connector and Cable Assembly division for the fiscal year ended October 31,
      2006
      and two customers accounted for 17% and 12% of net sales for the three month
      period ended January 31, 2007. Although this customer has been an on-going
      major
      customer of the Company during the past five years, the
      Company does have a written distributor agreement with this customer. However,
      this customer does not have any minimum purchase obligations and could stop
      buying the Company’s products at any time. Accordingly,
      the Company’s largest customer could stop buying the Company’s products 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. 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.




15




Certain
      Of The Company’s Markets Are Subject to Rapid Technological Change, So The
      Company’s Success In These Markets Depends On Its Ability To Develop And
      Introduce New Products.




Although
      most of the Company’s products have a stable market and are only gradually
      phased out, certain of the new and emerging market, such as the wireless digital
      transmission markets, are characterized by:




§
            rapidly
                changing technologies;




§
            evolving
                and competing industry standards;




§
            short
                product life cycles;




§
            changing
                customer needs;




§
            emerging
                competition;




§
            frequent
                new product introductions and enhancements;
                and




§
            rapid
                product obsolescence.




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. If the Company is not successful in developing or using new
      technologies or in developing new products or product enhancements, its future
      revenues may be materially affected. The Company’s attempt to keep up with
      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. Because the Company does not own any proprietary
      property that can be used to distinguish the Company from its competitors,
      the
      Company’s ability to compete successfully in these markets depends on a number
      of factors, including:




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




§
            product
                quality;




§
            reliability;




§
            customer
                support;




§
            time-to-market;




§
            price;




16




§
            market
                acceptance of competitors’ products; and




§
            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 that have the 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
      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 that 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. No assurance can be given that the connector industry will not
      experience a material downturn in the near future. Any cyclical downturn in
      the
      connector and/or communications industry could have a material adverse effect
      on
      the Company.




The
      Company May Make Future Acquisitions That Will Involve Numerous
      Risks.




Since
      August 2004, the Company has purchased the operations of two smaller businesses
      (Aviel Electronics in Las Vegas, Nevada, August 2004, and Worswick Industries,
      Inc. in San Diego, California, September 2005). The
      Company periodically may make acquisitions of other companies that could expand
      the Company’s product line or customer base. The risks involved with both the
      recent acquisitions and with any possible future acquisitions
      include:




§
            diversion
                of management’s attention;




§
            the
                affect on the Company’s financial statements of the amortization of
                acquired intangible assets;




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




§
            the
                assumption of unknown liabilities, or other unanticipated events
                or
                circumstances.




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.




International
      Sales And Operations




Sales
      to
      customers located outside the United States, either directly or through U.S.
      and
      foreign distributors, accounted for approximately 18% of net sales during the
      three month period ended January 31, 2007, and approximately 11% for the
      comparable periods in 2006. The $216,411 increase in foreign sales in the 2007
      period was primarily due to cable assembly sales to one major international
      customer. International revenues are subject to a number of risks, including:




17




§
            longer
                accounts receivable payment cycles;




§
            difficulty
                in enforcing agreements and in collecting accounts receivable;




§
            tariffs
                and other restrictions on foreign trade;




§
            economic
                and political instability; and




§
            the
                burdens of complying with a wide variety of foreign laws.




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 effect on the Company’s business. 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.




Since
      sales made to foreign customers or foreign distributors have historically been
      in U.S. dollars, the Company has not been exposed to the risks of foreign
      currency fluctuations. However, if the Company in the future is required to
      accept sales denominated in the currencies of the countries where sales are
      made, the Company thereafter may also be exposed to currency fluctuation risks.




Changes
      in Stock Option Accounting Rules Will Adversely Affect The Company’s Reported
      Operating Results, And Therefore May Adversely Affect The Company’s Stock Price
      And The Company’s Ability To Attract And Retain Employees




Since
      November 1, 2006, the Company is now subject to the new rules of the Financial
      Accounting Standards Board, SFAS
      No.
      123 (R), "Share-Based Payment," which rules require it to
      record
      all stock-based employee compensation as an expense. The new rules apply to
      stock options grants, as well as a wide range of other share-based compensation
      arrangements. Historically, the Company has compensated almost all of its
      full-time employees, and all of its officers and directors, with such share-
      based compensation awards in the past in order to limit its cash expenditures
      and to attract and retain its employees, officers and directors. Accordingly,
      if
      the Company continues to grant stock options or other share-based compensation
      awards to its officers, directors, employees, and consultants, its future
      earnings, if any, will be reduced (or the Company’s future losses will be
      increased) by the expenses recorded for those grants. Since the Company is
      a
      small company, the expenses it may have to record as a result of future options
      grants may be significant and may materially negatively affect its reported
      financial results. Furthermore, under certain circumstances, the Company will
      in
      the future have to recognize expenses for options previously granted prior
      to
      the adoption of SFAS No. 123(R), thereby reducing its future net income even
      if
      no new options are granted. The adverse effects that the new accounting rules
      may have on the Company’s future financial statements may reduce the Company’s
      stock price and make it more difficult for it to attract new
      investors.




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. Accordingly, competitors can and do sell the
      same products as the Company, and the Company cannot prevent or restrict such
      competition.




18




Volatility
      of Trading Prices




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




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




§
            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




§
            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 public companies
                in
                general




§
            general
                conditions in the connector and communications
                industries




§
            changes
                in the Company’s revenue growth rates or the growth rates of the Company’s
                competitors




§
            sales
                of large blocks of the Company’s common
                stock




§
            conditions
                in the financial markets in general




In
      addition, the stock market may from time to time experience extreme price and
      volume fluctuations, which may be unrelated to the operating performance of
      any
      specific company. Accordingly, the market prices of the Company’s common stock
      may be expected to experience significant fluctuations in the future.




**Item
      3.**  **Controls
      and Procedures**




The
      Company maintains disclosure controls and procedures that are designed to ensure
      that information required to be disclosed in the Company’s Exchange Act reports
      is recorded, processed, summarized and reported within the time periods
      specified in the Securities and Exchange Commission’s rules and forms and that
      such information is accumulated and communicated to this Company’s management,
      including the Company’s Chief Executive Officer and Chief Financial Officer, as
      appropriate, to allow for timely decisions regarding required disclosure. In
      designing and evaluating the disclosure controls and procedures, management
      recognizes that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving the desired control
      objectives, and management is required to apply its judgment in evaluating
      the
      cost-benefit relationship of possible controls and procedures.




As
      required by Securities and Exchange Commission Rule 13a-15(b), the Company
      carried out an assessment, under the supervision and with the participation
      of
      the Company’s management, including the Company’s Chief Executive Officer and
      the Company’s Chief Financial Officer, of the effectiveness of the design and
      operation of the Company’s disclosure controls and procedures as of the end of
      the fiscal quarter covered by this report. In making this assessment, management
      used the criteria in *Internal
      Control - Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission
      (COSO). Management reviewed the results of its assessment with the Audit
      Committee of our Board of Directors, and based on this assessment has determined
      that as of January 31, 2007, a material weakness existed relating to inadequate
      staffing and a lack of financial accounting expertise. This deficiency resulted
      in the need for certain adjustments to equity-based compensation expense and
      the
      provision for income taxes. Although not all of these adjustments were material,
      until this deficiency is remediated, there is more than a remote likelihood
      that
      a material misstatement to the annual or interim financial statements could
      occur and not be prevented or detected by the Company’s controls in a timely
      manner. Because of this material weakness, management has concluded that the
      Company did not maintain effective internal control over financial reporting
      as
      of January 31, 2007 based on the criteria in *Internal
      Control - Integrated Framework* .




19




The
      lack of staff resources and financial expertise arose due to employee turnover,
      the inability of the Company to timely fill accounting and other financial
      related positions, and the unavailability of one of our outside financial
      consultants to assist with our quarterly closing. Our management, with the
      oversight of the Company’s Audit Committee, has devoted considerable effort to
      remediate the material weakness identified above. However, as of January 31,
      2007, the Company had not fully remediated the material weakness in the
      Company’s internal control over financial reporting.




In
      order to further remediate this material weakness, the Company has purchased,
      and during the current fiscal quarter, will activate, a new computer software
      program specifically designed to track and account for stock-based compensation
      awards. In addition, the Company has retained additional consultants to provide
      future assistance in evaluating tax provisions and other complex accounting
      and
      reporting issues in conformity with generally accepted accounting principles
      in
      the United States of America.




Except
      for the matters discussed above, there has been no change in the Company’s
      internal control over financial reporting during the fiscal quarter ended
      January 31, 2007 that has materially affected, or is reasonably likely to
      materially affect, the Company’s internal control over financial
      reporting.





**Part
      II. OTHER INFORMATION**




**Item
      6. Exhibits**




Exhibit


Number





31.1:
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.




31.2:
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.




32.1:
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




32.2:
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.




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**SIGNATURES**




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




RF
              INDUSTRIES,
              LTD.Dated:
                March 23, 2007
            By:
            /s/
              Howard F. HillHoward
              F. Hill, PresidentChief
              Executive Officer




Dated:
                March 23, 2007
            By:
            /s/
              James DossJames
              DossActing
              Chief Financial Officer




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