**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, 2008**





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
                ofprincipalexecutive 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 o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o
      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 February 26, 2008, the registrant had
      3,291,999 shares of Common Stock, $.01 par value, issued.





Transitional
      Small Business Disclosure Format (check one): Yes o No x







**Part
      I. FINANCIAL INFORMATION**





**Item
      1: Financial Statements**




**RF
      INDUSTRIES, LTD.**


**CONDENSED
      BALANCE SHEETS**


**UNAUDITED**





**January
                31, 2008**
            
            **October
                31, 2007****(Note
                1)****ASSETS****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            3,845,012
            
            $
            3,400,566Investments
                in available-for-sale securities
            
            
            4,332,273
            
            
            4,531,680Trade
                accounts receivable, net of allowance for doubtful accounts of $39,957
                and
                $43,459
            
            
            1,693,723
            
            
            1,900,029Inventories
            
            
            5,447,579
            
            
            4,955,302Other
                current assets
            
            
            371,924
            
            
            241,995Deferred
                tax assets
            
            
            239,800
            
            
            321,700**TOTAL
                CURRENT ASSETS**
            
            
            15,930,311
            
            
            15,351,272**Equipment
                and furnishings:**Equipment
                and tooling
            
            
            1,780,154
            
            
            1,780,154Furniture
                and office equipment
            
            
            341,590
            
            
            341,5902,121,744
            
            
            2,121,744Less
                accumulated depreciation
            
            
            1,918,165
            
            
            1,866,051**TOTAL**
            
            
            203,579
            
            
            255,693Goodwill
            
            
            308,479
            
            
            308,479Amortizable
                intangible asset, net
            
            
            98,011
            
            
            114,800Note
                receivable from stockholder
            
            
            66,980
            
            
            66,980Other
                assets
            
            
            30,934
            
            
            30,934**TOTAL
                ASSETS**
            
            **$**
            **16,638,294**
            
            **$**
            **16,128,158**





2


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




**RF
      INDUSTRIES, LTD.**


**CONDENSED
      BALANCE SHEETS**


**UNAUDITED**





**January
                31, 2008**
            
            **October
                31, 2007****(Note
                1)****LIABILITIES
                AND****STOCKHOLDERS’
                EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            284,022
            
            $
            205,136Accrued
                expenses
            
            
            1,007,911
            
            
            696,939Income
                taxes payable
            
            
            42,690
            
            
            167,625**TOTAL
                CURRENT LIABILITIES**
            
            
            1,334,623
            
            
            1,069,700Deferred
                tax liabilities
            
            
            37,100
            
            
            70,000Other
                long-term liabilities
            
            
            258,478
            
            
            47,665**TOTAL
                LIABILITIES**
            
            
            1,630,201
            
            
            1,187,365**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS’
                EQUITY**Common
                stock - authorized 10,000,000 shares of $0.01 par value; 3,291,999
                and
                3,285,969 shares issued and outstanding
            
            
            32,920
            
            
            32,860Additional
                paid-in capital
            
            
            5,870,072
            
            
            5,700,362Retained
                earnings
            
            
            9,105,101
            
            
            9,207,571**TOTAL
                STOCKHOLDERS’ EQUITY**
            
            
            15,008,093
            
            
            14,940,793**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            **$**
            **16,638,294**
            
            **$**
            **16,128,158**




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**





**2008**
            
            **2007**Net
                sales
            
            $
            3,826,566
            
            $
            3,152,128Cost
                of sales
            
            
            1,955,493
            
            
            1,890,421Gross
                profit
            
            
            1,871,073
            
            
            1,261,707Operating
                expenses:Engineering
            
            
            272,392
            
            
            116,982Selling
                and general
            
            
            1,331,543
            
            
            1,123,531Totals
            
            
            1,603,935
            
            
            1,240,513Operating
                income
            
            
            267,138
            
            
            21,194Other
                income - interest
            
            
            69,706
            
            
            108,738Income
                before provision for income taxes
            
            
            336,844
            
            
            129,932Provision
                for income taxes
            
            
            154,603
            
            
            97,000Net
                income
            
            $
            182,241
            
            $
            32,932Basic
                earnings per share
            
            $
            0.06
            
            $
            0.01Diluted
                earnings per share
            
            $
            0.05
            
            $
            0.01Basic
                weighted average shares outstanding
            
            
            3,291,503
            
            
            3,256,758Diluted
                weighted average shares outstanding
            
            
            3,723,300
            
            
            3,817,132




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**





**2008**
            
            **2007**OPERATING
                ACTIVITIES:Net
                income
            
            $
            182,241
            
            $
            32,932Adjustments
                to reconcile net income to net cash provided by (used in) operating
                activities:Bad
                debt expense adjustment
            
            
            (3,502
            )
            
            (3,894
            )Depreciation
                and amortization
            
            
            68,903
            
            
            63,390Deferred
                income taxes
            
            
            49,000
            
            
            1,457Stock-based
                compensation expense
            
            
            139,981
            
            
            129,851Changes
                in operating assets and liabilities:
            
            
            -
            
            
            -Trade
                accounts receivable
            
            
            209,808
            
            
            786,519Inventories
            
            
            (492,277
            )
            
            (267,058
            )Income
                taxes payable
            
            
            (124,935
            )
            
            (824,528
            )Other
                current assets
            
            
            (129,929
            )
            
            (50,344
            )Accounts
                payable
            
            
            78,886
            
            
            (82,913
            )Accrued
                expenses
            
            
            212,742
            
            
            (196,918
            )Other
                long-term liabilities
            
            
            23,739
            
            
            -Net
                cash provided by (used in) operating activities
            
            
            214,657
            
            
            (411,506
            )INVESTING
                ACTIVITIES:Purchase
                of available-for-sale securities
            
            
            (1,200,000
            )
            
            -Sale
                of available-for-sale securities
            
            
            1,400,000
            
            
            1,208,598Net
                cash provided by investing activities
            
            
            200,000
            
            
            1,208,598FINANCING
                ACTIVITIES - proceeds from exercise of stock options
            
            
            29,789
            
            
            75,383Net
                increase in cash and cash equivalents
            
            
            444,446
            
            
            872,475Cash
                and cash equivalents, beginning of period
            
            
            3,400,566
            
            
            4,612,935Cash
                and cash equivalents, end of period
            
            $
            3,845,012
            
            $
            5,485,410Supplemental
                cash flow information:Income
                taxes paid
            
            $
            230,000
            
            $
            920,071




See
      Notes
      to Condensed Unaudited Financial Statements




5


**RF
      INDUSTRIES, LTD.**


**NOTES
      TO CONDENSED UNAUDITED CCONDENSED 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, 2007 has been
      derived from, and certain terms used herein are defined in, the audited
      financial statements of the Company as of October 31, 2007 included in the
      Company’s Annual Report on Form 10-KSB (“Form 10-KSB”) for the year ended
      October 31, 2007 that was previously filed with the Securities and Exchange
      Commission (“SEC”). Operating results for the three month period ended January
      31, 2008, are not necessarily indicative of the results that may be expected
      for
      the year ending October 31, 2008. 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, 2007.




**Revenue
      Recognition**




The
      Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
      No.
      104, “Revenue Recognition in Financial Statements” (“SAB 104”). SAB 104 requires
      that four basic criteria must be met before revenue can be recognized: (1)
      persuasive evidence of an arrangement exists; (2) delivery has occurred or
      services rendered; (3) the fee is fixed and determinable; and (4) collectability
      is reasonably assured. The Company recognizes revenue from product sales after
      a
      purchase orders are received which contain a fixed price and the products are
      shipped. Most of the Company’s products are sold to continuing customers with
      established credit histories.




**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 and auction rate securities 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 or losses were immaterial for
      the
      periods presented.





Our
      investment securities consist of high-grade auction rate securities and U.S.
      Treasury bills. As of January 31, 2008, our investments included $4,330,000
      of
      high-grade (AAA/AA rated) auction rate securities issued primarily by
      municipalities. The negative conditions in the global credit markets have
      prevented some investors from liquidating their holdings, including their
      holdings of auction rate securities. As a result, some of our auction rate
      securities could become illiquid and we could be required to hold them until
      they are redeemed by the issuer or to maturity. In the event we need to access
      the funds that are in an illiquid state, we will not be able to do so without
      a
      loss of principal, until a future auction on these investments are successful,
      the securities are redeemed by the issuer or they mature. If the credit ratings
      of the security issuers deteriorate and any decline in market value is
      determined to be other-than-temporary, we would be required to adjust the
      carrying value of the investment through an impairment charge. The Company
      has
      sold $2,480,000 of the auction rate securities and purchased FDIC insured
      certificated of deposit with the proceeds as of February 29, 2008.





6




**Note
      3 - Components of inventory**




Inventories,
      consisting of the following:




January
                31, 2008
            
            October
                31, 2007Raw
                materials and supplies
            
            $
            1,383,344
            
            $
            1,092,965Work
                in process
            
            
            7,442
            
            
            19,716Finished
                goods
            
            
            4,084,799
            
            
            3,966,681Inventory
                reserve
            
            
            (28,006
            )
            
            (124,060
            )Total
            
            $
            5,447,579
            
            $
            4,955,302





Purchases
      of connector products from three major vendors in the three month period ended
      January 31, 2008, represented 28%, 18% and 11% compared to two major vendors
      who
      represented 26% and 24% of the total inventory purchases for the same period
      in
      2007. The Company has arrangements with these vendors to purchase product based
      on purchase orders periodically issued by the Company.





**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, 2008, the effects of the assumed exercise of options to purchase
      256,646 shares of the Company’s common stock, at a price range of $6.62 to $7.56
      per share, were not included in the computation of diluted per share amounts
      because they were anti-dilutive for that purpose. 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.




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




Three
                Months Ended January 312008
            
            2007Weighted
                average shares outstanding for basic earnings per share
            
            
            3,291,503
            
            
            3,256,758Add
                effects of potentially dilutive securities-assume exercise of stock
                options
            
            
            431,797
            
            
            560,374Weighted
                average shares for diluted net earnings per share
            
            
            3,723,300
            
            
            3,817,132





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




The
      Company follows adopted Statement of Financial Accounting Standards No. 123
      (revised 2004), “Share-Based Payment” (“SFAS 123R”). SFAS
      123R
      requires the calculation of the historical pool of windfall tax benefits. 
This pool of windfall tax benefits is needed to determine the treatment of
      "shortfalls" that occur when the tax deduction received for a stock-based
      compensation award is less than the cumulative compensation cost recognized
      for
      that award for financial reporting purposes.  The Company is electing to
      use the "short-cut" method of FASB Staff Position No. FAS 123(R)-3, “Transition
      Election Related to Accounting for the Tax Effects of Share-Based Payment
      Awards”, to calculate the historical pool of windfall tax benefits.





7


The
      stock
      incentive plans provide for the granting of qualified and nonqualified options
      to the Company’s 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.




The
      weighted average fair value of employee stock options granted by the Company
      in
      the three months ended January 31, 2008 and 2007 was estimated to be $3.36
      and
      $3.64 per share, respectively, using the Black-Scholes option pricing model
      with
      the following assumptions:




**2008**
            
            ******2007**Risk-free
                interest rate
            
            
            4.29
            %
            
            5.00
            %Dividend
                yield
            
            
            1.06
            %
            
            0.00
            %Expected
                life of the option
            
            
            6
                years
            
            
            5
                yearsVolatility
                factor
            
            
            54.00
            %
            
            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
      dividend yield is based upon the historical dividend yield.




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.





**Issuances
      of common stock by the Company**




During
      the three months ended January 31, 2008, the Company received cash proceeds
      of $29,789 from the
      exercise of options for the purchase of 6,030 shares of common
      stock.




8




**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, 2007. A summary
      of
      the status of the options granted under the Company’s stock option plans as of
      January 31, 2008 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 November 1, 2007
            
            
            1,011,442
            
            $
            3.81Options
                granted
            
            
            10,000
            
            $
            6.62Options
                exercised
            
            
            (6,030
            )
            $
            4.94Options
                canceled or expired
            
            
            (16,903
            )
            $
            7.49Options
                outstanding at January 31, 2008
            
            
            998,509
            
            $
            3.77
            
            
            6.72
                years
            
            $
            2,347,840Options
                exercisable at January 31, 2008
            
            
            726,177
            
            $
            3.32
            
            
            3.32
                years
            
            $
            1,923,640





As
      of
      January 31, 2008, $457,167 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 1.61 years.





The
      total
      intrinsic value of stock options exercised during the three months ended January
      31, 2008 was $13,574.





**Note
      6 - Concentration of Credit Risk**




One
      customer accounted for approximately 15% of the Company’s net sales for the
      three months ended January 31, 2008. Two customers individually accounted for
      17% and 12% of the Company’s net sales for the three month period ended January
      31, 2007. Although these customers have been customers of the Company
      continuously during the past six years, the written agreements with these
      customers do not have any minimum purchase obligations and the customers 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.




**Note
      7 - Segment Information**




The
      Company follows the provisions of SFAS No. 131, “Disclosures about Segments of
      an Enterprise and Related Information (“SFAS 131”).” Pursuant to the provisions
      of SFAS No. 131, the Company reports segment sales in the same format reviewed
      by the Company’s management chief decision maker (the “management
      approach”).




The
      Company aggregates operating divisions into operating segments which have
      similar economic characteristics and divisions are similar in the majority
      of
      the following areas: (1) the nature of the product and services; (2) the nature
      of the production process; (3) the type or class of customer for their products
      and services; (4) the methods used to distribute their products or services;
      (5)
      if applicable, the nature of the regulatory environment. The Company has two
      segments- - the RF Connector and Cable Assembly and RF Wireless based upon
      this
      evaluation.





The
      RF
      Connector and Cable Assembly segment is comprised of four divisions while the
      RF
      Wireless segment is comprised of two. The only two divisions that meet the
      quantitative thresholds for segment reporting are Connector / Cable Assembly
      and
      RF Neulink. Each of the other divisions aggregated into these segments has
      similar products that are marketed to their respective customer base; production
      and product development processes are similar in nature. The specific customers
      are different for each division; however there is some overlapping of product
      sales to them. The methods used to distribute products are similar within each
      division aggregated.




9




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. For segment reporting purposes, the Company aggregates Connector
      and Cable Assembly, Aviel Electronics, Bioconnect and Worswick divisions into
      the RF Connector Cables Assembly segment while RF Neulink and RadioMobile are
      part of the RF Wireless segment, as explained above. The Company evaluates
      the
      performance of each segment based on income or loss before income taxes. The
      Company charges depreciation and amortization directly to each division within
      the segment. All stock-based compensation is attributed to the RF Connector
      Cable Assembly segment. Except as discussed above, the accounting policies
      for
      segment reporting are the same as for the Company as a whole.




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
      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, 2008 and 2007:




Three
                Months Ended January 312008
            
            2007United
                States
            
            $
            3,167,140
            
            $
            2,574,523Foreign
                countries
            
            
            659,426
            
            
            577,605$
            3,826,566
            
            $
            3,152,128




Net
      Sales, income (loss) before provision for income taxes and other related segment
      information for the three months ended January 31, 2008 and 2007 are as
      follows:




**2008**
            
            RF
                Connector and CableAssembly
            
            RF
                Wireless
            
            Corporate
            
            TotalNet
                sales
            
            $
            3,479,773
            
            $
            346,793
            
            $
            -
            
            $
            3,826,566Income
                (loss) before provision for income taxes
            
            
            322,206
            
            
            (55,068
            )
            
            69,706
            
            
            336,844Depreciation
                and amortization
            
            
            59,552
            
            
            9,351
            
            
            -
            
            
            68,903




**2007**
            
            RF
                Connector and CableAssembly
            
            RF
                Wireless
            
            Corporate
            
            TotalNet
                sales
            
            $
            3,034,980
            
            $
            117,148
            
            $
            -
            
            $
            3,152,128Income
                (loss) before provision for income taxes
            
            
            27,647
            
            
            (6,454
            )
            
            108,739
            
            
            129,932Depreciation
                and amortization
            
            
            63,390
            
            
            -
            
            
            -
            
            
            63,390




10




**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, 2008 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 6.7%. Interim tax provisions are determined using an
      estimate of the annual effective tax rate. As of January 31, 2008, the Company
      estimated that its effective annual tax rate for the year ending October 31,
      2008 will be approximately 45.7%, 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 relate to the portion of compensation expense recognized for
      financial reporting purposes 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 $87,000 and $97,000 in the three months ended January
      31, 2008 and January 31, 2007, respectively, related to ISOs under SFAS 123R.




As
      of
      November 1, 2007, the Company adopted the provisions of, “Accounting for
      Uncertainty in Income Taxes, an interpretation of SFAS 109, Accounting for
      Income Taxes” (“FIN
      48”)*,* which was supplemented by FASB Financial Staff Position FIN 48-1,
      “Definition of Settlement in FASB Interpretation ** No.
      48.”
FIN 48 prescribes a recognition threshold and measurement attribute for the
      financial statements recognition and measurement of uncertain tax positions
      taken or expected to be taken in a company’s income tax return, and also
      provides guidance on derecognition, classification, interest and penalties,
      accounting in interim periods, disclosure and transition. FIN 48 utilizes a
      two-step approach for evaluating uncertain tax positions accounted for in
      accordance with SFAS No. 109, “Accounting for Income Taxes”. Step one,
      recognition, requires a company to determine if the weight of available evidence
      indicates that a tax position is more likely than not to be sustained upon
      audit, including resolution of related appeals or litigation processes, if
      any.
      Step two, measurement, is based on the largest amount of benefit, which is
      more
      likely than not to be realized on ultimate settlement. Any cumulative effect
      of
      adopting FIN 48 on November 1, 2007 was required to be recognized as a change
      in
      accounting principle, recorded as an adjustment to the opening balance of
      retained earnings on the adoption date. As a result of the implementation of
      FIN
      48, the Company recognized a change in the liability for unrecognized tax
      benefits related to tax positions taken in prior periods in the amount of
      approximately $133,000, and thus did record a change in its opening retained
      earnings. Additionally, FIN 48 specifies that tax positions for which the timing
      of ultimate resolution is uncertain should be recognized as long-term
      liabilities.





Upon
      adoption of FIN 48, the Company’s policy to include interest and penalties
      related to unrecognized tax benefits within the Company’s provision for income
      taxes did not change. The Company has accrued $54,000 for payment of interest
      and penalties related to unrecognized tax benefits as of the adoption date
      of
      FIN 48, and thus did record a change in its opening retained earnings.





The
      Company does not expect any material changes to the estimated amount of the
      liability associated with its uncertain tax positions within the next 12 months.
      The entire accrual including interest and penalty has been recorded to other
      long-term liabilities





The
      Company’s major tax jurisdictions are the United States and California. The tax
      years 2003 through 2006 remain open and subject to examination by the
      appropriate governmental agencies in the United States. The tax years 2002
      through 2006 remain open and subject to examination by the appropriate state
      agencies.




**Note
      9 - Dividend Declaration**




On
      January 24, 2008, the Board of Directors of the Company declared a quarterly
      cash dividend of $0.03 per share. The dividend payment was paid on February
      25,
      2008 to stockholders of record on February 5, 2008. Dividends payable of $98,230
      have been included in accrued expenses at January 31, 2008.




11




**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, 2007
      and other reports and filings made with the Securities and Exchange
      Commission.




**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
      critical 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, 2007.




**Executive
      Overview**




The
      Company 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 91% of the Company’s net sales during the three month period ended
      January 31, 2008, 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, 2008, the amount of cash and cash equivalents was
                equal to
                $3,845,012 in the aggregate and the Company had $4,332,273 of investments
                in available-for-sale securities.




12




·
            As
                of January 31, 2008, the Company had $15,930,311 in current assets,
                and
                $1,334,623 in current liabilities.




·
            As
                of January 31, 2008, the Company had no outstanding indebtedness
                (other
                than accounts payable, accrued expenses and income taxes
                payable).




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.




The
      Company recognized net income of $182,241 for the three months ended January
      31,
      2008. The Company realized cash flows of $214,657 from operating activities,
      $200,000 from investing activities and $29,789 from financing activities for
      the
      three months ended January 31, 2008. The Company’s overall cash position
      increased by $444,446 during the three month period ended January 31, 2008.




Trade
      accounts receivable (net of allowances for doubtful accounts) at January 31,
      2008 decreased approximately 11%, or by $206,306 to $1,693,723 compared to
      the
      October 31, 2007 balance of $1,900,029. The decrease in accounts receivable
      is
      due to improved receivables management and collection efforts by the
      Company.




Inventories
      at January 31, 2008 increased 10%, or $492,277 to $5,447,579 compared to
      $4,955,302 on October 31, 2007. The increase in inventories is due to
      increased sales during the quarter ended January 31, 2008, which we adjusted
      our
      inventory purchases to reflect the increase in actual and anticipated sales.




Other
      current assets, including prepaid expenses and deposits, increased $129,929
      to
      $371,924 as of January 31, 2008, from $241,995 on October 31, 2007 mainly
      as a result of the timing of payments made by the company.




Accounts
      payable at January 31, 2008 increased $78,886 to $284,022 from $205,136 on
      October 31, 2007. The change in accounts payable is merely the result of the
      timing of invoices received and payments made.




Net
      cash
      provided by investing activities of $200,000 for the three months ended January
      31, 2008 was attributed to the sale of available-for-sale
      securities.




Net
      cash
      provided by financing activities was $29,789 for the three months ended January
      31, 2008, was attributable to proceeds received from the exercise of stock
      options.




As
      of
      January 31, 2008, the Company had a total of $3,845,012 of cash and cash
      equivalents compared to a total of $3,400,566 of cash and cash equivalents
      on
      October 31, 2007. However, the amount of investments in available-for-sale
      securities decreased by $199,407 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, 2008 increased by $245,039 from the amount
      held
      on October 31, 2007 due to the cash flows from operations and cash flows from
      investing activities during the fiscal quarter ended January 31, 2008.




Our
      investment securities consist of high-grade auction rate securities and U.S.
      Treasury bills. As of January 31, 2008, our investments included $4,330,000
      of
      high-grade (AAA/AA rated) auction rate securities issued primarily by
      municipalities. The negative conditions in the global credit markets have
      prevented some investors from liquidating their holdings, including their
      holdings of auction rate securities. As a result, some of our auction rate
      securities could become illiquid and we could be required to hold them until
      they are redeemed by the issuer or to maturity. In the event we need to access
      the funds that are in an illiquid state, we will not be able to do so without
      a
      loss of principal, until a future auction on these investments are successful,
      the securities are redeemed by the issuer or they mature. If the credit ratings
      of the security issuers deteriorate and any decline in market value is
      determined to be other-than-temporary, we would be required to adjust the
      carrying value of the investment through an impairment charge.




13




Total
      current liabilities at January 31, 2008 increased $264,923 to $1,334,623 from
      $1,069,700 on October 31, 2007. Despite the increase in current liabilities,
      as
      of January 31, 2008, the Company had working capital of $14,595,688 and a
      current ratio of approximately 12:1.




On
      January 24, 2008 the Board of Directors of the Company declared a quarterly
      cash
      dividend of $0.03 per share. The dividend record date was February 5, 2008
      and
      the dividend was paid to stockholders on February 25, 2008.




**Results
      Of Operations**




**Three
      Months Ended 2008 vs. Three Months Ended 2007**




Net
      sales
      in the current fiscal quarter ended January 31, 2008, increased 21%, or $674,438
      to $3,826,566 from $3,152,128 in the comparable fiscal quarter in the prior
      year, due to increased sales of the Company’s connectors and radio modems. The
      increase was in the sale of connectors was due to a continuing increase in
      the
      market demand for wireless connectors, while the increase in sales of radio
      modems was the result of orders received from the military.




Foreign
      sales during the fiscal quarter ended January 31, 2008 increased by $81,821
      to
      $659,426 compared to foreign sales of $577,605 during the fiscal quarter ended
      January 31, 2007. Foreign sales represented approximately 17% and 18% of the
      Company’s net sales during the fiscal quarters ended January 31, 2008 and 2007,
      respectively. The increase in foreign sales is primarily due to cable assembly
      sales to one major international customer.




The
      Company’s gross profit as a percentage of sales increased from 40% to 49% during
      the current fiscal quarter compared to the same fiscal quarter last year. The
      Company operates in two segments. The RF Connector and Cable Assembly increased
      its gross margins during the current quarter because of increased sales of
      connector products (that have higher gross margins) compared to sales of the
      lower margin cable assemblies. Increased sales of wireless radio modems by
      the
      Company’s RF Wireless segment drove down the cost of the Company’s wireless
      modems as production efficiencies and volume purchase savings were achieved.
      The
      benefits from the improved mix of products sold and from production efficiencies
      were partly offset by increases in the Company’s labor costs during the 2008
      fiscal quarter compared to the comparable quarter last year. Labor costs
      included a $27,000 cost of sales expense related to employee stock options
      for
      the current quarter, compared to $49,000 of stock option expenses in the same
      fiscal quarter this last year. Overall, the Company’s gross margins of the RF
      Connector and Cable Assembly are slightly higher than the RF Wireless segment
      division. However, the connector and cable assembly products account for
      approximately 92% of the Company’s total sales and cost of goods sold in the
      current three month period, compared with 96% of total sales and 98% of the
      cost
      of goods sold in comparable period of the prior year.




Engineering
      expenses increased 133%, or $155,410, to $272,392 from $116,982 in the
      comparable quarter of the prior year due to an increase contract labor, payroll
      and employee benefit costs. Approximately $80,000 was spent on new product
      development for the RF Wireless segment.




Selling
      and general expenses increased 19% or $208,012 to $1,331,543 from $1,123,531
      in
      the comparable quarter of the prior fiscal year. The increase in selling and
      general expenses is due primarily to increased employee labor and benefit costs
      of $177,579 and a $36,633 increase in advertising expense from the comparable
      period in 2007. However, due to the significant increase in net sales, as a
      percentage of sales, the selling and general expenses for the current period
      decreased to 35% compared with 36% in the prior year.




Other
      income for the first quarter of 2008 decreased $39,032 over the same period
      in
      the prior year due to lower investment interest income reflecting decreasing
      interest rates.




As
      a
      result of the increase in revenues, the increase in gross profit as a percentage
      of sales, the income before provision for income taxes during the fiscal quarter
      ended January 31, 2008 increased by $206,912 to $336,844. Income before
      provision for income taxes for the fiscal quarter ended January 31, 2007 was
      $129,932.




14




The
      provision for income taxes during the 2008 fiscal quarter was $154,603 (or
      a
      combined estimated Federal and state income tax rate of approximately 46%),
      compared to $97,000 in the fiscal quarter ended January 31, 2007 (or a combined
      estimated Federal and state income tax rate of approximately 75%). The
      significant decrease in the combined statutory Federal and state tax rate in
      the
      2008 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 increase in sales compared to last year, and an
      increase in gross margins resulted in a $609,366 increase in gross profits.
      The
      increase in gross profits was offset slightly by increases in engineering and
      selling and general expenses. As a result, the Company’s operating income
      increased to only $267,138 for the first fiscal quarter of 2008 compared to
      $21,194 in the prior year’s fiscal quarter. The increase in operating income was
      partially offset by lower interest income and higher income taxes. Accordingly,
      net income for the fiscal quarter ended January 31, 2008 was $182,241 compared
      to $32,932 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, 2007. 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 six operating divisions, four comprise the RF Connector and Cable
      Assembly segment and two comprise the RF Wireless segment. The RF Connector
      and
      Cable Assembly segment accounted for approximately 92% of the Company’s net
      sales for the fiscal year ended October 31, 2007, and approximately 91% of
      net
      sales during the three month period ended January 31, 2008, respectively. The
      Company expects that sales of RF Connector and Cable Assembly 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 RF Connector
      and
      Cable Assembly segment could materially adversely affect the Company’s business,
      operating results and financial condition. Factors that could adversely affect
      the RF Connector and Cable Assembly segment 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.




15


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
      50% of the net sales of the Company for the fiscal year ended October 31, 2007,
      and approximately 50% for the three month period ended January 31, 2008.
      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
      major
      customer accounted for approximately 15% of net sales for the three month period
      ended January 31, 2008, and approximately 17% of the net sales of the Company
      for the fiscal year ended October 31, 2007. Although this customer has been
      an
      on-going major customer of the Company 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 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.




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;




16




·
            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;




·
            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.




17




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 three smaller
      businesses (Aviel Electronics in Las Vegas, Nevada, in August 2004, Worswick
      Industries Inc. in San Diego, California, in September 2005, and Radiomobile,
      Inc. in San Diego, California, in September 2007). The Company periodically
      considers potential acquisitions of other companies that could expand the
      Company’s product line or customer base and may in the future make additional
      acquisitions. Accordingly, the Company may in the future acquire one or more
      additional companies. The risks involved with such future acquisitions
      include:





·
            diversion
                of management’s attention;





·
            the
                effect 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





·
            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 17% of net sales during the
      three month period ended January 31, 2008, and approximately 18% for the
      comparable periods in 2007. International revenues are subject to a number
      of
      risks, including:




·
            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.




18




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.




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.




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
      3a(T).**  **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.




19




As
      required by Securities and Exchange Commission Rule 13a-15(b), the Company
      carried out an evaluation, 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. Based on the foregoing, for the
      reasons set forth below, the Company’s Chief Executive Officer and Chief
      Financial Officer concluded that the Company’s disclosure controls and
      procedures were not effective as of January 31, 2008. A
      material weakness existed relating to a lack of financial accounting expertise
      necessary to properly account for certain complex or non-routine transactions.
      Notwithstanding the existence of this material weakness, we believe that the
      consolidated financial statements included in this report fairly present in
      all
      material respects our financial condition, results of operations and cash flows
      for the periods presented. This material weakness was identified in the previous
      10-KSB filing. However, until this material weakness is remediated and
      maintained, management has concluded that there is a reasonable possibility
      that
      a material misstatement to the interim consolidated financial statements could
      occur and not be prevented or detected by the Company’s controls in a timely
      manner. Accordingly, management has determined that this control deficiency
      constitutes a material weakness.





In
      order
      to remedy this material weakness identified, we have recently under taken
      actions to implement proper controls and procedures, and other remedial actions
      which are yet to be implemented. Changes that have been implemented have not
      been in operation for a sufficient period of time in order for the Company
      to
      determine that the material weakness has been remediated. Because our
      remediation efforts include adding additional resources, many of the controls
      in
      our current system of internal controls will still rely extensively on manual
      review and approval, and management will not be able to conclude that the
      material weakness has been eliminated until such additional resources have
      been
      put in place, and the controls have been successfully operated and
      tested.





The
      Audit
      Committee will continue to monitor and evaluate the effectiveness of these
      remedial actions and make further changes as deemed appropriate.




There
      has
      been no change in the Company’s internal control over financial reporting during
      the quarter ended January 31, 2008 that has materially affected, or is
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting.




20




**Part
      II. OTHER INFORMATION**




**Item
      6. Exhibits**






ExhibitNumber31.1:
            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.




21




**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 17, 2008
            By:
            /s/
              Howard F. HillHoward
                F. Hill, PresidentChief
                Executive Officer




Dated:
                March 17, 2008
            By:
            /s/
              James DossJames
                DossChief
                Financial Officer




22