**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 APRIL 30, 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
                ofprincipalexecutive offices)
            (Zip
                Code)(858)
                549-6340
            FAX
                (858) 549-6345(Issuer’s
                telephone and fax numbers, including area
                code)




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 May 23, 2007, the registrant had 3,318,223
      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)**




**April
                30, 2007**
            
            **October
                31, 2006****ASSETS**
            
            **(Unaudited)**
            
            **(Note
                1)****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            6,653,131
            
            $
            4,612,935Investments
                in available-for-sale securities
            
            
            -
            
            
            2,252,589Trade
                accounts receivable, net of allowance for doubtful accounts of $43,211
                and
                $45,653
            
            
            1,569,395
            
            
            2,053,402Inventories
            
            
            5,159,658
            
            
            5,250,484Income
                tax refund receivable
            
            
            106,544
            
            
            -Other
                current assets
            
            
            218,225
            
            
            208,156Deferred
                tax assets
            
            
            193,000
            
            
            196,075**TOTAL
                CURRENT ASSETS**
            
            
            13,899,953
            
            
            14,573,641**Equipment
                and furnishings:**Equipment
                and tooling
            
            
            1,744,900
            
            
            1,662,822Furniture
                and office equipment
            
            
            386,137
            
            
            386,1372,131,037
            
            
            2,048,959Less
                accumulated depreciation
            
            
            1,781,417
            
            
            1,672,813**TOTAL**
            
            
            349,620
            
            
            376,146Goodwill
            
            
            200,848
            
            
            200,848Amortizable
                intangible asset, net
            
            
            53,333
            
            
            73,333Note
                receivable from stockholder
            
            
            66,980
            
            
            66,980Other
                assets
            
            
            28,087
            
            
            28,087**TOTAL
                ASSETS**
            
            **$**
            **14,598,821**
            
            **$**
            **15,319,035**









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




**RF
      INDUSTRIES, LTD.**


**CONDENSED
      BALANCE SHEETS**


**(Unaudited)**





**April
                30, 2007**
            
            **October
                31, 2006****(Unaudited)**
            
            **(Note
                1)****LIABILITIES
                AND**
              **STOCKHOLDERS’
                EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            345,200
            
            $
            441,203Accrued
                expenses
            
            
            411,769
            
            
            603,351Income
                taxes payable
            
            
            -
            
            
            719,864**TOTAL
                CURRENT LIABILITIES**
            
            
            756,969
            
            
            1,764,418Deferred
                tax liabilities
            
            
            88,500
            
            
            90,618**TOTAL
                LIABILITIES**
            
            
            845,469
            
            
            1,855,036**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS’
                EQUITY**Common
                stock - authorized 10,000,000 shares of $0.01 par value; 3,318,233
                and
                3,252,613 shares issued and outstanding
            
            
            33,182
            
            
            32,526Additional
                paid-in capital
            
            
            5,131,891
            
            
            4,582,897Treasury
                stock at cost, 68,663 shares
            
            
            (399,931
            )
            
            -Retained
                earnings
            
            
            8,988,210
            
            
            8,843,268Accumulated
                other comprehensive income
            
            
            -
            
            
            5,308**TOTAL
                STOCKHOLDERS’ EQUITY**
            
            
            13,753,352
            
            
            13,463,999**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            **$**
            **14,598,821**
            
            **$**
            **15,319,035**




See
      Notes
      to Condensed Unaudited Financial Statements









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




**RF
                INDUSTRIES, LTD.**
              **CONDENSED
                STATEMENTS OF INCOME**
              **(Unaudited)**Three
                Months Ended April 30
            
            Six
                Months Ended April 302007
            
            2006
            
            2007
            
            2006Net
                sales
            
            $
            3,382,991
            
            $
            3,769,320
            
            
            6,535,119
            
            $
            7,144,232Cost
                of sales
            
            
            1,861,551
            
            
            1,977,478
            
            
            3,751,972
            
            
            3,791,821Gross
                profit
            
            
            1,521,440
            
            
            1,791,842
            
            
            2,783,147
            
            
            3,352,411Operating
                expenses:Engineering
            
            
            115,951
            
            
            130,817
            
            
            232,933
            
            
            280,163Selling
                and general
            
            
            1,157,946
            
            
            1,029,744
            
            
            2,281,477
            
            
            2,050,146Totals
            
            
            1,273,897
            
            
            1,160,561
            
            
            2,514,410
            
            
            2,330,309Operating
                income
            
            
            247,543
            
            
            631,281
            
            
            268,737
            
            
            1,022,102Other
                income - interest
            
            
            88,932
            
            
            33,071
            
            
            197,670
            
            
            106,083Income
                before provision for income taxes
            
            
            336,475
            
            
            664,352
            
            
            466,407
            
            
            1,128,185Provision
                for income taxes
            
            
            158,100
            
            
            269,800
            
            
            255,100
            
            
            468,300Net
                income
            
            $
            178,375
            
            $
            394,552
            
            $
            211,307
            
            $
            659,885Basic
                earnings per share
            
            $
            0.05
            
            $
            0.12
            
            $
            0.06
            
            $
            0.21Diluted
                earnings per share
            
            $
            0.05
            
            $
            0.11
            
            $
            0.06
            
            $
            0.18Basic
                weighted average shares outstanding
            
            
            3,293,199
            
            
            3,202,405
            
            
            3,274,776
            
            
            3,151,169Diluted
                weighted average shares outstanding
            
            
            3,531,394
            
            
            3,708,624
            
            
            3,674,060
            
            
            3,678,841Dividends
                Paid
            
            $
            66,365
            
            
            
            
            $
            66,365




See
      Notes
      to Condensed Unaudited Financial Statements









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




**RF
      INDUSTRIES, LTD.**


**CONDENSED
      STATEMENTS OF CASH FLOWS**


**SIX
      MONTHS ENDED APRIL 30**


**(Unaudited)**





**2007**
            
            **2006**OPERATING
                ACTIVITIES:Net
                income
            
            $
            211,307
            
            $
            659,885Adjustments
                to reconcile net income to net cash provided by operating
                activities:Provision
                for bad debts
            
            
            (2,142
            )
            
            11,140Depreciation
                and amortization
            
            
            128,605
            
            
            137,488Income
                tax benefit on non-qualified stock options
              Deferred
                income tax
              Stock
                based compensation expense
            
            
            (114,000)
              957
              259,702
            
            
            188,900
              -
              -Changes
                in operating assets and liabilities:Trade
                accounts receivable
            
            
            486,149
            
            
            (38,185
            )Inventories
            
            
            90,826
            
            
            177,658Income
                tax refund receivable/payable
            
            
            (712,408
            )
            
            279,400Other
                current assets
            
            
            (10,069
            )
            
            (63,263
            )Accounts
                payable
            
            
            (96,003
            )
            
            174,845Accrued
                expenses
            
            
            (191,582
            )
            
            37,635Net
                cash provided by operating activities
            
            
            51,342
            
            
            1,565,503INVESTING
                ACTIVITIES:Purchase
                of available-for-sale securities
            
            
            -
            
            
            (2,613,990
            )Maturity
                of available-for-sale securities
            
            
            2,247,281Capital
                expenditures
            
            
            (82,079
            )
            
            (67,903
            )Collection
                of notes receivable
            
            
            -
            
            
            2,500Collection
                of notes receivable from related parties
            
            
            -
            
            
            29,750Net
                cash provided by (used in) investing activities
            
            
            2,165,202
            
            
            (2,649,643
            )FINANCING
                ACTIVITIES:Proceeds
                from exercise of stock options
            
            
            175,948
            
            
            157,035Purchase
                of treasury stock
            
            
            (399,931
            )
            
            -Income
                tax benefit on non-qualified stock options
            
            
            114,000
            
            
            -Dividends
                paid
            
            
            (66,365
            )
            
            -Net
                Cash provided by (used in) financing activities
            
            
            (176,348
            )
            
            157,035Net
                increase (decrease) in cash and cash equivalents
            
            
            2,040,196
            
            
            (927,105
            )Cash
                and cash equivalents at the beginning of the period
            
            
            4,612,935
            
            
            4,507,219Cash
                and cash equivalents at the end of the period
            
            $
            6,653,131
            
            $
            3,580,114Supplemental
                disclosure of non cash investing activities:Income
                taxes paid
            
            $
            966,551
            
            
            -Effect
                  of net increase in fair value of available-for-sale
                  securities
            
            
            -
            
            $
            17,310





See
      Notes
      to Condensed Unaudited Financial Statements









**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 for the year ended October 31, 2006 that
      was previously filed with the Securities and Exchange Commission. Operating
      results for the three and six month periods ended April 30, 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 - 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.





April
                30, 2007
            
            October
                31, 2006(Unaudited)Raw
                materials and supplies
            
            $
            1,006,785
            
            $
            1,038,857Work
                in process
            
            
            22,851
            
            
            20,024Finished
                goods
            
            
            4,188,996
            
            
            4,259,125Inventory
                reserve
            
            
            (58,974
            )
            
            (67,522
            )Total
            
            $
            5,159,658
            
            $
            5,250,484





Purchases
      of connector products from two major vendors in the six month period ended
      April
      30, 2007, represented 19% and 15% compared to 21% and 13% of the total inventory
      purchases for the same period in fiscal year 2006. The Company has arrangements
      with these vendors to purchase product based on purchase orders periodically
      issued by the Company.





**Note
      3 - 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. The
      greatest number 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 in either quarter of
      the six months ended April 30, 2007, were not included in the computation of
      diluted per share amounts because they were anti-dilutive for that purpose.
      During the period ended April 30, 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 April 30
            
            Six
                Months Ended April 302007
            
            2006
            
            2007
            
            2006Weighted
                average shares outstanding for basic net earnings per
                share
            
            
            3,293,199
            
            
            3,202,405
            
            
            3,274,776
            
            
            3,151,169Add
                effects of potentially dilutive securities-assumed exercise of stock
                options
            
            
            238,195
            
            
            506,219
            
            
            399,284
            
            
            527,672Weighted
                average shares for diluted net earnings per share
            
            
            3,531,394
            
            
            3,708,624
            
            
            3,674,060
            
            
            3,678,841





**Note
      4 - Stock Option Plan**




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. The 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 the
      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 April 30, 2007, the Company has not made that election.





For
      the
      three and six months ended April 30, 2007, the adoption of SFAS 123R reduced
      income from operations by $129,851 and $259,702, reduced net income by
      approximately $117,000 and $234,000  and
      reduced basic earnings per share by $0.04 and $0.07, respectively and diluted
      earnings per share by $0.03 and $0.06, respectively.





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.





No
      stock
      options were granted during the three months ended April 30, 2007. The weighted
      average fair value of employee stock options granted in the six months ended
      April 30, 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 six months ended April 30, 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:




Three
                Months Ended
              April
                30, 2006
            
            Six
                Months Ended
              April
                30, 2006Net
                income - as reported
            
            $
            394,552
            
            $
            659,885Deduct
                total stock-based employee compensation expense determined under
                fair
                value-based method for all awards - net of income tax
                effects
            
            
            (41,321
            )
            
            (76,565
            )Net
                income - pro forma
            
            $
            353,231
            
            $
            583,320Basic
                earnings per share - as reported
            
            $
            0.12
            
            $
            0.21Basic
                earnings per share - pro forma
            
            $
            0.11
            
            $
            0.19Diluted
                earnings per share - as reported
            
            $
            0.11
            
            $
            0.18Diluted
                earnings per share - pro forma
            
            $
            0.10
            
            $
            0.16




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 six months ended April 30, 2007, the Company received cash proceeds of $175,948 from the
      exercise of options for the purchase of 65,620 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
      April 30, 2007 and the changes in options outstanding during the six 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
            
            
            (65,620
            )
            $
            2.68Options
                canceled or expired
            
            
            -Options
                outstanding at end of period
            
            
            918,502
            
            $
            3.12
            
            
            8.2
                years
            
            $
            2,652,003Options
                exercisable at end of period
            
            
            634,744
            
            $
            2.35
            
            
            5.1
                years
            
            $
            2,173,603





As
      of
      April 30, 2007, $471,349 of expense with respect to nonvested share-based
      arrangements has yet to be recognized and which is expected to be recognized
      over a weighted average period of 1.3 years.





The
      total
      intrinsic value of stock options exercised during the six months ended April
      30,
      2007 was $350,292.




**Note
      5 - Concentration of Credit Risk**





Two
      customers accounted for approximately 17% and 10% of the Company’s net sales for
      the three and six months ended April, 30, 2007. Two customers accounted for
      18%
      and 9% of the Company’s net sales for the three and six month periods ended
      April, 30, 2006. Although these customers have been customers of the Company
      continuously during the past six years, the written agreement with these
      customers does 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
      6 - Geographic 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 and six month periods ended April 30, 2007 and
      2006:




Three
                Months Ended April 30
            
            Six
                Months Ended April 302007
            
            2006
            
            2007
            
            2006United
                States
            
            $
            2,802,219
            
            $
            3,402,094
            
            $
            5,376,742
            
            $
            6,415,812Foreign
                countries
            
            
            580,772
            
            
            367,226
            
            
            1,158,377
            
            
            728,420$
            3,382,991
            
            $
            3,769,320
            
            $
            6,535,119
            
            $
            7,144,232










**Note
      7 -** **Income
      tax provision**





The
      income tax provision reflected in the accompanying unaudited condensed statement
      of income for the three and six months ended April 30, 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 April
      30,
      2007, the Company estimated that its effective annual tax rate for the year
      ending October 31, 2007 will be approximately 54.7%, 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 and
      $158,100 for the three and six months ended April 30, 2007 related to ISOs
      under
      SFAS 123R.





**Note
      8 - Subsequent Event**





On
      June
      1, 2007 the Board of Directors of the Company declared a quarterly cash dividend
      of $0.02 per share. The dividend date of record is June 30, 2007 and the payment
      date to stockholders is July 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.




On
      June 1, 2007, the stockholders of the Company
      approved an amendment to the Company’s 2000 Stock Option Plan to increase the
      number of shares of common stock reserved for issuance thereunder by
      100,000 shares.





**Item
      2:**  **Management’s
      Discussion and Analysis or 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.





**Critical
      Accounting Policies**





The
      financial statements of the Company 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 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
      represented 80% of the Company’s net sales during the three and six month period
      ended April 30, 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 April 30, 2007, the amount of cash and cash equivalents was equal
                to
                $6,653,131 in aggregate and the Company had no investments in
                available-for-sale securities.





§
            As
                of April 30, 2007, the Company had $13,899,953 in current assets
                and
                $756,969 in current liabilities.





§
            As
                of April 30, 2007, the Company had no outstanding indebtedness (other
                than
                accounts payable, income taxes 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.





The
      Company recognized net income of $211,307 for the six months ended April 30,
      2007. The Company realized positive cash flows of $51,342 from its operating
      activities for the same period.





Trade
      accounts receivable (net of allowances for doubtful accounts) at April 30,
      2007
      decreased approximately 24%, or by $484,007 to $1,569,395 compared to the
      October 31, 2006 balance of $2,053,402. The decrease in accounts receivable
      is
      due to both decrease in net sales for the six months ended April 30, 2007
      compared with the same period in the prior year and to improved receivables
      management and collection efforts by the Company.





Inventories
      at April 30, 2007 decreased 2%, or $90,826 to $5,159,658 compared to $5,250,484
      on October 31, 2006. The Company has been adjusting its inventory purchases
      during the last fiscal quarter to reflect the decrease in sales.





Other
      current assets, including prepaid expenses and deposits, increased $10,069
      to
      $218,225 as of April 30, 2007, from $208,156 on October 31, 2006.





Accounts
      payable at April 30, 2007 decreased $96,003 to $345,200 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 $2,165,202 for the six months ended April
      30, 2007 and was attributed to the sale of available-for-sale
      securities.









Net
      cash
      used in financing activities was $176,348 for the six months ended April 30,
      2007, and was attributable to $175,948 of proceeds from the exercise of stock
      options, $399,931 used to purchase 68,663 shares of treasury stock, and $66,365
      used to pay a $0.02 per share cash dividend.





As
      of
      April 30, 2007, the Company had a total of $6,653,131 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 $2,252,589 as the Company’s available-for-sale
      securities matured. Collectively, the amount of cash that the Company held
      on
      April 30, 2007 increased by $2,040,196 from the amount held on October 31,
      2006
      due primarily to the reason given above. The Company had working capital of
      $13,142,984 and a current ratio of approximately 18:1.




On
      May
      31, 2007, the Board of Directors of the Company declared a quarterly cash
      dividend of $0.02 per share. The dividend date of record is June 30, 2007 and
      the payment date to stockholders is July 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 April 30, 2007 vs. Three Months Ended April 30,
      2006**





Net
      sales
      in the current fiscal quarter ended April 30, 2007, decreased 10%, or $386,329
      to $3,382,991 from $3,769,320 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 an increase in sales of cable assembly
      and Bioconnect products. The decrease in sales reflects a general decrease
      in
      demand for wireless connector and 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.





Historically,
      foreign sales represent approximately 11% of net sales and accounted for
      approximately 17% of net sales during the three month period ended April 30,
      2007. Foreign sales for the fiscal quarter ended April 30, 2007 increased by
      $213,546 to $580,772 as compared to the fiscal quarter in the prior year.
      Approximately 7% of the Company’s net sales are primarily due to cable assembly
      sales to one major international customer.





The
      Company’s gross profit as a percentage of sales declined from 48% to 45% during
      the current fiscal quarter compared to the same fiscal quarter last year. The
      decline in gross margins during the current quarter resulted from the increase
      in sales of lower margin cable assembly products compared to sales of higher
      margin connector products. The revenue mix of connectors to cable assembly
      products was different in this three month period compared to the current three
      month period last year. 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 $49,038 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 to 81% 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 11%, or $14,866, to $115,951 from $130,817 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 12% or $128,202 to $1,157,946 from $1,029,744
      in
      the comparable quarter of the prior year. Selling and general expenses were
      higher in the second quarter of the current fiscal year due primarily to the
      company incurring an $80,813 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 second quarter ended
      April 30, 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 combination of a decrease in
      net
      sales and increased selling and general expenses, the selling and general
      expenses for the current period as a percentage of sales were 34% compared
      with
      27% in the prior year.





Other
      income for the second quarter of 2007 increased $55,861 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 April 30, 2007
      decreased by $327,877 to $336,475.





The
      provision for income taxes during the fiscal quarter ended April 30, 2007 was
      $158,100 (or a combined estimated Federal and state income tax rate of
      approximately 47%), compared to $269,800 in the fiscal quarter ended April
      30,
      2006 (or a combined estimated Federal and state income tax rate of approximately
      41%). 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 financial reporting purposes but are generally
      not
      deductible for tax reporting purposes. Accordingly, income tax was determined
      based on the income the Company would have realized had it excluded all of
      the
      noncash securities compensation expenses.





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, caused the Company’s
      operating income to decreased to $247,543 for the second fiscal quarter of
      2007
      from $631,281 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 April 30, 2007 was $178,375
      compared to $394,552 for the same period last year.







**Six
        Month** **s
        Ended April 30, 2007 vs. Six Months Ended April 30,
        2006**




Net
      sales
      in the six months ended April 30, 2007 decreased 9%, or $609,113, to $6,535,119
      from $7,144,232 in the comparable period in the prior year due to decreased
      in
      sales of the Company’s connector, cable assembly, Bioconnect and wireless
      products. The decrease in sales reflects a general decrease in sales of wireless
      connectors and cable products as well as decreased sales of Bioconnect products.
      The Company’s gross profit as a percentage of sales decreased to 43% from 47%
      during the first six months of fiscal 2007 compared to the same period in fiscal
      2006.





Engineering
      expenses for the first six months of fiscal 2007 decreased 17%, or $47,230,
      to
      $232,933 from $280,163 in the comparable period of the prior year due to lower
      overall development costs for less new product enhancements.





Selling
      and general expenses increased 11%, or $231,331, to $2,281,477 from $2,050,146
      in the comparable period of the prior fiscal year. The primary reasons for
      the
      increase is due to an additional $161,625 stock option compensation,
      approximately $20,000 increase in travel related expenses and $40,000 increase
      in accounting fees compared to the six months ended April 30, 2006.





The
      provision for income taxes during the six months ended April 30, 2007 was
      $255,100 (or a combined estimated Federal and state income tax rate of
      approximately 55%), compared to $468,300 in the six months ended April 30,
      2006
      (or a combined estimated Federal and state income tax rate of approximately
      42%). The significant increase in the combined statutory Federal and state
      tax
      rate for the six months ended April 30, 2007 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 financial reporting purposes but are
      generally not deductible for tax reporting purposes. Accordingly, income tax
      was
      determined based on the income the Company would have realized had it excluded
      all of the noncash securities compensation expenses.







Other
      income for the first six months of fiscal 2007 increased $91,587 over the same
      period in the prior year due to more cash available for investments and a higher
      rate of return on those investments.





**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 April 30, 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 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.









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,
      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 April 30, 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 10% of net sales for the three month
      period ended April 30, 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.









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 markets, 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 relationships 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.





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 17% of net sales during the
      three months ended April 30, 2007, and approximately 10% for the comparable
      period in 2006. The $213,546 increase in foreign sales for the three months
      ended April 30, 2007 was due to increased cooperative advertising, primarily
      in
      Mexico and cable assembly in Israel. 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.





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.





Volatility
      of Stock 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 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 April 30, 2007.





Effective
      November 1, 2006, the Company was required to adopt Statement of Financial
      Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS
      123R”). Prior to the adoption of SFAS 123R, the Company used the intrinsic value
      method to account for stock options granted to employees. In connection with
      the
      preparation of the quarterly financial statements for the fiscal quarter ending
      April 30, 2007, the Company determined that there was a weakness in the
      implementation of SFAS 123R and the determination of the related quarterly
      tax
      effect. The Company has taken certain actions to improve the Company’s
      internal controls over financial reporting, including the
      following:





·
            In
                order to remedy the material weakness in implementing SFAS 123R,
                the
                Company has purchased, and is implementing, a new computer
                software program specifically designed to account for its stock options.
                In addition, the Company has retained additional consultants to provide
                future assistance in addressing the implementation of SFAS 123R.









·
            In
                order to remedy the material weakness related to the Company’s quarterly
                tax provision, the Company retained the services of a CPA firm to
                provide
                assistance in preparing and evaluating the Company’s tax provision
                calculation.





Except
      for the matter discussed above, there has been no change in the Company’s
      internal control over financial reporting during the fiscal quarter ended April
      30, 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
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds.**





During
      the fiscal quarter ended April 30, 2007, the Company repurchased the following
      shares:





**Period**
              **(2007)**
            
            **(a)**
              **Total
                Number of shares (or units) purchased**
            
            **(b)**
              **Average
                price paid per share (or unit)**
            
            **(c)**
              **Total
                number of shares (or units) purchased as part of publicly announced
                plans
                or programs**
            
            **(d)**
              **Maximum
                number (or approximate dollar value) of shares (or units) that may
                yet be
                purchased under the plans or programs**April 10
                to April 18
            
            
            68,663
            
            $
            5.82
            
            
            68,663
            
            
            31,337Total
            
            
            68,663
            
            $
            5.82
            
            
            68,663
            
            
            31,337




The
      Company announced on April 4, 2007 that its Board of
      Directors had authorized $600,000 for the repurchase of up to 100,000
      shares of the Company's common stock, from time to time, in open market,
      privately negotiated or block transactions at the discretion of the
      Company's management, subject to market conditions and other factors. As of
      April 30, 2007, the Company had repurchased a total of 68,663 shares in the
      open
      market.





**Item
      6. Exhibits**




Exhibit
              Number31.1:
            
            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.









**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:
                June 14, 2007
            By:
            /s/ Howard
              F.
              HillHoward
                F. Hill, President
              Chief
                Executive Officer


Dated:
                  June 14, 2007
              By:
              /s/James
                DossJames
                    Doss
                  Acting
                    Chief Financial Officer