FORM 10-KSB
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
       For the fiscal year ended      February 28, 2001
                                      -----------------
       Commission File Number         0-12305
                                      -------

                             Repro-Med Systems, Inc.
             (Exact name of registrant as specified in its charter)
         New York                                              13-3044880
         ---------                                             ----------
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                             Identification No.)

                      24 Carpenter Road, Chester, NY 10918
                      ------------------------------ -----
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code               (845) 469-2042
                                                                 --------------

Securities registered pursuant to Section 12(b) of the Act:               None
Securities registered pursuant to Section 12(g) of the Act:
                                                     Name of each exchange on
         Title of each class                             which registered

     Common stock, $.01 Par Value                Over the Counter Bulletin Board

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No[ ]

         Indicate by check mark if the disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B, is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this form 10-K
or any amendment to this Form 10-KSB. [X]

         Based on the closing sales price of February 28, 2001, the aggregate
market value of the voting and nonvoting common equity held by non-affiliates of
the registrant was $1,658,060.

         The number of issued outstanding of the registrant's common stock, $.01
par value was 23,504,000 at February 28, 2001.


                                       1
<PAGE>

                             Repro-Med Systems, Inc.

                                Table of Contents


PART I                                                                     Page

   Item 1.   Business                                                         3
   Item 2.   Description of Property                                         10
   Item 3.   Legal Proceedings                                               10
   Item 4.   Submission of Matters to a Vote of Security Holders             10

PART II

   Item 5.   Market for the Registrant's Common Equity and Related
               Shareholder Matters                                           11
   Item 6.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                           12
   Item 7.   Financial Statements                                            17
   Item 8.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosures                          31

PART III

   Item 9.   Directors, Executive Officers, Promoters and Control
               Persons: Compliance With Section 16(a) of the
               Exchange Act                                                  32
   Item 10.  Executive Compensation                                          32
   Item 11.  Security Ownership of Certain Beneficial Owners
               and Management                                                33
   Item 12.  Certain Relationships and Related Transactions                  35

PART IV

   Item 13.  Exhibits and Reports on Form 8-K                                36


                                       2
<PAGE>

                                     PART I
Item 1.  Business

The Company

         Repro-Med Systems, Inc. went public in 1982 (OTC - symbol REPR). We
design and manufacture medical devices directing resources to the global markets
for emergency medical products and infusion therapy. We maintain a presence in
the US markets for impotency treatments and gynecological instruments. These
products are regulated by the FDA.

         Repro-Med  Systems, Inc. was  incorporated  under the laws of the State
of New York, March 1980. The corporate offices are located at 24 Carpenter Road,
Chester,  New  York  10918.  The  telephone  number  is  845-469-2042,   fax  is
845-469-5518 and the Internet site is www.repro-med.com

Products

         The primary growth strategy is to develop unique, proprietary medical
devices. These devices are intended to save money for the user and create a
repetitive demand for replacement of the disposable component - "razor - blade
model". This strategy led to our development of products for the ambulatory
infusion systems and emergency medical equipment markets. Contract manufacturing
sales continue to be a source of revenue for us. Male infertility and impotency
treatments were the first markets entered in the early 1980's and we continue to
maintain a presence. Gyneco, the gynecological instruments subsidiary, was
acquired in 1986 and sales continue primarily through telemarketing techniques.

         The table below presents the product mix for the last two fiscal years.

                                                2001                 2000
                                             % of Sales          % of sales

         Infusion Therapy                         7 %                6 %
         Emergency Medical                       55 %               57 %
         Contract Manufacturing                  27 %               24 %
         Gynecological Instruments               10 %               11 %
         Male Impotency Treatments                1 %                2 %


        We have also been developing other new proprietary medical devices,
which would be viewed as state-of-the-art and as fixed asset devices. These
products include a device for female incontinence and a device that can be used
to detect certain cancers non-invasively using special imaging techniques. Thus,
we have products currently on the market, new short-term products about to be
marketed, and long range products to support and enhance future growth.

Ambulatory Infusion Systems

         The FREEDOM60 Syringe Infusion Pump was designed for ambulatory
infusions. Ambulatory infusion pumps are most prevalent in the home care market.
With insurance reimbursement in a severe decline, there is a tremendous need for
a low-cost, effective alternative to electronic and expensive disposable IV
administration devices for the home care and nursing home market.


                                       3
<PAGE>

         The FREEDOM60 provides a high-quality delivery to the patient at costs
similar to gravity and is targeted for the home health care industry, patient
emergency transportation, and for any time a low-cost infusion is required.

         For the home care patient, FREEDOM60 is an easy-to-use lightweight
mechanical pump acting on a 60cc syringe, completely portable, cost effective
and maintenance free--no batteries to replace, no cumbersome IV pole. For the
infusion professional, FREEDOM60 delivers precise infusion rates and uniform
flow profiles providing consistent transfer of medication. A Form 510(k)
Premarket Notification for initial design of the FREEDOM60 as a Class II device
was approved by the FDA in May 1994.

         Last year we developed a new version of the pump called the
FREEDOM60-FM containing an electronic flow monitor system (occlusion and end of
infusion alarm) which has opened excellent marketing avenues in nursing homes,
hospitals and pediatric ambulatory applications where alarms are generally
required for nursing acceptance. Nurses also appreciate being able to visualize
the drug volume by reading the scale on the syringe.

         We signed a group purchasing agreement in December 1999 with Child
Health Corporation of America (CHCA) for the FREEDOM60 Syringe Infusion System.
CHCA is a cooperative and business alliance of 38 children's hospitals and home
care facilities which represents $4.5 billion in annual revenues, has over
61,000 hospital employees and 19,000 pediatricians and pediatric specialists.
The agreement calls for CHCA to assist us to market the FREEDOM60 to its members
through December 2002. Currently eight of the hospitals are actively using the
system, and we expect additional hospitals to enjoy the benefits of the
FREEDOM60's performance and low-cost.

         Repro-Med Systems' objective is to build a product franchise with
FREEDOM60 and the sale of patented disposable tubing sets. FREEDOM60 uses
rate-controlled tubing with standard slide clamp and luer-lock connector. The
patented syringe disc connector insures that only FREEDOM60 tubing sets sold by
us will function within the pump. Non-conforming tubing sets, without the
patented disc connector, are ejected from the pump and prevent an overdose or
runaway pump from injuring the patient.

The Market for Pumps & Disposables

         The ambulatory market has been rapidly changing due to reimbursement
issues. Insurance reimbursement has been drastically reduced providing
opportunity for FREEDOM60. The market share of high-end electronic type delivery
systems is on the decline as well as high-cost disposable non-electric devices.
Market pressures have forced patients to go on low-cost gravity systems or IV
push where the drug is pushed into the vein directly from a syringe. This is a
low-cost option but has been associated with complications and considered by
many to be a high-risk procedure. Thus, the overall trend has been towards
syringe pumps due to the low-cost of disposables. FREEDOM60-FM addresses the
largest market segments with the lowest cost alarm syringe pump system.

                                       4
<PAGE>
The chart below summarizes the market trends of devices.



                     Method of                           Market
                   Administration                        Trend
                 -----------------                   --------------
                 Ambulatory Pump                     Flat/Declining
                 Gravity Infusion                    Increasing
                 Pole Mounted Pump                   Declining
                 Elastomeric                         Declining
                 Syringe                             Increasing
                 Implant                             Increasing
                 IV Push                             Increasing

Economic Benefits of FREEDOM60 Disposable Sales

         At the moment we estimate that there are approximately 1,200 Freedom60
pumps currently in use. We sold approximately 500 pumps during the past fiscal
year. The Freedom60 pump is designed for a minimum use of 4,000 cycles which at
our list price is amortized at a low $.05 per use. The tubing sets currently
have a list price of $3.30. From past experience, we have noted that each pump
is used an average of 12 times per month. If the pump is operated up to 4 times
per day, the total use per month would be 48, and thus the pump life expectancy
is anticipated to be over six and a half years. This monthly rate amounts to
annual usage of 144 sets producing typical gross revenues to the distributor of
$475 per pump. Installed bases for various levels of pumps produce the following
sales:

                       Pumps In                   Annual Sales
                        Market                    of Disposables
                   -----------------           -------------------
                       5000                         $2,376,000
                       10000                        $4,752,000
                       50000                        $23,760,000
                       100000                       $47,520,000

         We have a combination of direct sales and sales through distributors.
Distributors typically receive discounts from list price depending upon
servicing and volumes of up to 35%.


Competition for the FREEDOM60

          FREEDOM60 competes in the United States infusion pump market based on
price, service and product performance. Some of the competitors have
significantly greater resources for research and development, manufacturing and
marketing, and as a result may be better prepared to compete for market share
even in areas in which FREEDOM60 products may be superior. The industry is
subject to technological changes and there can be no assurance that we will be
able to maintain any existing technological lead long enough to establish our
products and to sustain profitability.


                                       5
<PAGE>

The number of competitors and products distributed in the two market segments in
which we participate are listed below.

                                      # of                      # of
                                    Companies                 Products
                                    ---------                 --------
  Ambulatory Infusion Pumps             12                        50
  Syringe Infusion Pumps                 9                         1

Source: "Infusion" Volume 5, Number 9, June 1999, published by the National Home
Infusion Association

Emergency Medical Products

         Emergency medical products consists of two lines; RES-Q-VAC hand
powered emergency suction pump and PLUS Reusable Silicone Resuscitators.

         RES-Q-VAC provides a complete emergency suction system for neonates,
children and adults for use in any location, as it is non-electric. RES-Q-VAC
removes fluids from a patient's airway. RES-Q-VAC consists of a hand-held,
portable suction pump that can be connected to various sized sterile or
non-sterile catheters. The one-hand operation makes it extremely effective
particularly in emergencies. The disposable features of the RES-Q-VAC reduce the
risk of contaminating the technician, for example, from HIV when suctioning a
patient or during post treatment cleanup. All the parts that connect to the pump
are disposable. RES-Q-VAC was introduced in 1990 and is now sold in thirty-one
countries. The product is generally found in emergency vehicles, hospitals and
as backup support for powered suction systems.

         The RES-Q-VAC is currently the market leader for manual, portable
suction instruments. The primary competition is the V-Vac from Laederal. The
V-Vac is more difficult to use, cannot suction infants, and cannot be used while
wearing heavy gloves such as in chemical warfare or extreme cold. Laederal had
more resources than Repro-Med Systems and had begun marketing the V-Vac before
RES-Q-VAC entered the market. The RES-Q-VAC, however, has proven to be
significantly superior and dominates the market to date. Every market leader can
expect competition and recently Ambu has entered the market with the Res-Cue
brand pump, a product similar to RES-Q-VAC, made in Taiwan. Management believes
the product is not as well made or as versatile, and may not be purchased by the
military segment of the market due to lines of supply concerns. With additional
capital, management believes it will continue to maintain and build market share
with an improved RES-Q-VAC (discussed below) and gain a significant portion of
the electric suction pump market with the introduction of the RES-Q-VAC Plus
system currently under development.

         On April 10, 2001, we submitted a patent application for our new Stop
Flow Protector. This upgrade to the RES-Q-VAC system prevents any fluids from
exiting the system. It also serves to trap airborne and fluid pathogens. We
believe that the addition of the flow block design substantially separates the
RES-Q-VAC from competitive units, which tend to leak fluid when becoming full or
could pass air born pathogens during use. There is a heightened concern from
health care professionals concerning exposure to disease and the new RES-Q-VAC
provides improved protection for these users.

         PLUS Reusable Silicone Resuscitators are used to replace or assist
normal breathing in patients suffering from respiratory arrest or, especially in
the home, as a backup for ventilator assisted patients. PLUS was introduced and
positioned as a companion product to RES-Q-VAC in September 1998. PLUS is also
found in emergency vehicles and in hospitals.

                                       6
<PAGE>

         PLUS line consists of four models covering adult, child and infant
sizes that fit all patients. The product features include mask, patient valve,
relief valve, silicone bag, inlet valve and reservoir; and, meets national and
international standards for safety and performance set by FDA, ASTM, and ISO.

         PLUS is imported fully assembled and is tested, packaged and
distributed from Chester, NY. We have initiated and filed the Form 510(k) for
PLUS with the FDA. Consequently, we are responsible for all compliance and
reporting for PLUS with the FDA.

         RES-Q-VAC and PLUS are sold domestically and internationally by
emergency medical device distributors. These distributors generally advertise
these products in their catalogs. We also manufacture and private label
RES-Q-VAC under agreements requiring certain levels of sales performance.

Impotency Treatments

         We market the RESTORE Kit for the treatment of impotency. RESTORE uses
vacuum therapy to naturally induce blood flow to enable an erection. The kit
includes Pro-Long constriction rings that make it possible to trap the blood and
maintain the erection.

         The US market for impotency treatments is estimated at 30 million men.
Pfizer reports that Viagra will not work for 30%-40% of impotent men.
Consequently, the potential market for the RESTORE Kit in the US is
approximately 10 million men. We have been compelled by limited resources to
rely heavily on the web site to generate interest and sales for the RESTORE Kit.

Gynecological Instruments

         We purchased the Gyneco product line in 1986. Products included the
Masterson Endometrial Biopsy Kit for in-office biopsy sampling procedures and
the Thermal Cautery System used for tubal ligation procedures.

         Masterson Endometrial Biopsy Kit is a self-contained unit that offers a
quick and easy procedure for in-office tissue sampling. The powerful vacuum pump
is easily operated with one hand. The pump is supplied with sterile disposable
curettes and specimen containers presented in a kit.

         The Thermal Cautery System is designed to provide a safe, reliable and
effective method of female sterilization. The unit is small, compact and
portable. A rechargeable battery supplies power. The unit uses disposable
components that include the cautery hook assembly, cannula and Trocar stylette.

Contract Manufacturing

         We have used OEM profits to partially fund internal product development
that has resulted in RES-Q-VAC and FREEDOM60. Historically, OEM sales have been
as high as 70% of sales (1996). In 2001 and 2000, contract manufacturing for two
customers amounted to 27% and 24% of sales, respectively. In late 1998, one
customer substantially reduced marketing support for its product and
consequently requested postponement of shipments. We continue to manufacture a
portable, hand-operated suction pump for sale to the remaining active customers
and have received non-binding purchase orders through the second fiscal quarter.
There are no current contractual commitments with these customers.

                                       7
<PAGE>

         We do not fund a defined marketing effort to solicit
contract-manufacturing business, but do respond to request for bids and quotes.
Consequently, OEM sales continue on a reduced level as we are committed to the
development and sale of our proprietary products.

Sales and Distribution

         Distribution channels for the products are those generally common to
their respective markets. Emergency medical products are sold through a wide
network of domestic and international distributors in 31 overseas countries.
Ambulatory infusion systems are sold through both direct sales efforts
concentrated on large national accounts and a network of medical device
distributors. Gynecological instruments are sold from the corporate offices
primarily through telemarketing efforts. Male impotency treatment products are
marketed primarily through the web site and a limited number of distributors of
personal care items.

         We executed an exclusive global distribution agreement in July 1999 for
the sale of FREEDOM60 products. As it became evident that specific minimum
performance targets would not be achieved, that agreement was terminated in
December 1999.

         We signed a group purchasing agreement in December 1999 that
facilitates sales presentations to approximately 38 allied members of the Child
Health Corporation of America. Currently 8 of the members are using our
products. We will be actively pursuing sales from the other members in the next
year, through our developing sales team.

         During the past year, we signed agreements with other distribution
groups for various marketing efforts of our different products, but these proved
not to be fruitful and the Company has decided to take a more active role in the
sales and marketing process.

         On January 1, 2001, we began a targeted effort to develop a national
sales presence using selected manufacturer's representatives. We hired a Vice
President of Sales and Marketing with extensive experience in the post acute
health care market to develop this sales team. We presently have five contracted
and trained salespersons in the field in several key metropolitan areas. We are
continuing to identify, recruit and train qualified sales professionals to fully
develop the sales team. Our goal is to maintain a dedicated national sales force
of 24 representatives in strategic locations across the country. To the extent
funding is available, we are planning to support this team with a telemarketing
department, multi-media advertising, and full exposure at national professional
meetings and conferences.

Manufacturing and Employees

         Electromechanical assembly, calibration, pre- and post-assembly quality
control inspection and testing, and final packaging for all products have been
performed historically at the facility by employees. Products are assembled
using molded plastic parts acquired from one supplier located in Taipei, Taiwan
and several U.S. vendors. The availability of parts has not been a problem. The
cost and time required to fabricate molds to manufacture parts can slow the
development of new products. Our policy has been to have multiple vendors as
suppliers that also offer mold building capabilities as a service.

                                       8
<PAGE>
         In February 2001, we employed 24 employees, 17 were assigned to
manufacturing operations, 4 to administrative functions, 1 Vice President of
Operations (responsible for manufacturing, warehouse and procurement
operations), 1 Vice President of Sales and Marketing (responsible for
developing, maintaining and increasing the sales and marketing program) and 1
Executive Officer (Andrew Sealfon). The Company is dependent on the services of
Andrew Sealfon who serves as President and the head of Research and Development
and is also instrumental in marketing and finance. The Company does not have
insurance on the life of Andrew Sealfon and may not be able to replace him if
the need arose.

Regulations Governing the Manufacturing Operations

         The Food, Drug and Cosmetic Act governs the development and
manufacturing of all medical products. The Act requires us to register the
facility, list devices, file notice of intent to market new products, track the
locations of certain products and to report any incidents of death or serious
injury relating to the products with the FDA. We are subject to civil and
criminal penalties and/or recall seizure or injunctions if we fail to comply
with regulations of the FDA.

         Beginning on May 21,2001, we are undergoing an FDA audit as a result of
which we intend to modify our sterilization procedures that may result in a
temporary disruption in our deliveries of sterile products. We make every effort
to fully comply with all FDA regulations.

         The most recent Form 510(k) filings with the FDA were for the
resuscitator and the vacuum erection device and constriction rings, both
approved in 1998.

         We are required to comply with federal, state and local environmental
laws; however, there is no significant effect of compliance on capital
expenditures, earnings or competitive position. We do not use significant
amounts of hazardous materials in the assembly of these products.

Patents and Trademarks

         We have filed and received U.S. protection for many of our products and
in some cases, where it was no longer deemed economically beneficial, we have
allowed certain patent protections to lapse. The RES-Q-VAC, an emergency medical
product, is susceptible in the international market to imitation. We have been
made aware that a competitor is in the process of introducing a competitive
product to the RES-Q-VAC. We are responding with the introduction of new
innovative features for the RES-Q-VAC, which enhances the product and makes it
more competitive.

On April 10, 2001, we submitted a patent application for our new Stop Flow
Protector. This addition to the RES-Q-VAC system prevents any fluids from
exiting the system. It also serves to trap airborne and fluid pathogens. We
believe that the addition of the flow block design substantially separates the
RES-Q-VAC from competitive units, which tend to leak fluid when becoming full or
could pass air born pathogens during use. There is a heightened concern from
health care professionals concerning exposure to disease and the new RES-Q-VAC
provides improved protection for these users.


                                       9
<PAGE>

         The most recent patent granted to us was # 5,336,189 for a "Combination
IV Pump & Disposable Syringe" which confers a unique syringe to IV pump
interface design. This patent is for the FREEDOM60 Infusion System, an infusion
therapy product. The cost of filing and maintaining applications has deterred
pursuing international patents.

         The patent position of small companies is highly uncertain and involves
complex legal and factual questions. Consequently, there can be no assurance
that patent applications relating to products or technology will result in
patents being granted or that, if issued, the patents will afford protection
against competitors with similar technology. Furthermore, some patent licenses
held may be terminated upon the occurrence of certain events or become
non-exclusive after a specified period. There can be no assurance that we will
have the financial resources necessary to enforce any patent rights we may hold.

         Our product names are registered trademarks. There can be no assurance
that patents or trademarks will provide competitive advantages for the products
covered or that they will not be challenged or circumvented by competitors.

Item 2. Description of Property

         In February 1999, we executed a sale-leaseback for our masonry and
steel frame building erected on 3.27 acres of land located at 24 Carpenter Road,
Chester, New York 10918. The facility is the only location and is used for our
headquarters and manufacturing operations.

         Under terms of the contract of sale, we have the option to re-purchase
the building, beginning on the second anniversary of the sale and ending on the
eighth anniversary. We are required to give 12 months prior notice of the intent
to re-purchase the building. The agreed upon amount for re-purchase is as
follows:

          Year Three                $2,100,000      Year Four        $2,205,000
          Year Five                 $2,315,250      Year Six         $2,431,013
          Year Seven                $2,552,563

         The property is currently subject to a 20-year lease. We are
responsible for repairs, maintenance and upkeep of the space we occupy. The
terms of the lease call for monthly lease payments of $10,000 per month and 65%
of the annual property taxes that amounted to $44,988 for the year ended
February 28, 2001. Our monthly rent is $10,000 for the first 10 years of the
lease and $11,042 thereafter.

Item 3. Legal Proceedings

         We are not a party to any material litigation, nor to the knowledge of
the officers and directors, is there any material litigation threatened against
us.


Item 4.  Submission of Matters to a Vote of Security Holders

         No matters were submitted to a vote of security holders during the
fiscal year ended February 28, 2001.

                                       10
<PAGE>
                                    PART II

Item 5.  Market for the Registrant's Common Equity and Related Shareholder
         Matters

         We are authorized to issue 50,000,000 shares of Common Stock, $.01 par
value. As of February 28, 2001, 23,504,000 shares were issued and outstanding
and there were approximately 1,185 holders of record.

         Our Common Stock is traded in the over-the-counter market and is quoted
through the National Daily Quotation Service. The following table sets forth the
high and low closing bid quotations for the Common Stock as reported by the
National Quotation Bureau, Inc. for the periods indicated. These quotations
represent interdealer prices, without retail mark-up, markdown or commission and
may not represent actual transactions.

                                                       High Bid         Low Bid
                   Year Ended February 29, 2000:
                   ----------------------------

                   1st  Quarter                          $0.063          $0.032
                   2nd Quarter                           $0.125          $0.040
                   3rd Quarter                           $0.098          $0.067
                   4th Quarter                           $0.560          $0.085

                   Year Ended February 28, 2001

                   1st  Quarter                          $0.280          $0.280
                   2nd Quarter                           $0.490          $0.450
                   3rd Quarter                           $0.160          $0.160
                   4th Quarter                           $0.180          $0.150


         On February 2, 1993 we issued 10,000 shares of 8% Cumulative
Convertible Preferred Stock in a private placement for $100,000. We are
obligated to pay semi-annual dividend payments of $4,000 until conversion by
shareholders or redemption by us. The 10,000 shares of Cumulative Convertible
Preferred Stock are convertible to 294,117 shares of Repro-Med common stock at
$0.36 per share. The 10,000 shares of Cumulative Convertible Preferred Stock are
convertible based on the following formula: multiply the number of shares of
Preferred Stock to be converted by $10.00, divide the result by the conversion
price of $0.20 per share (or by the conversion price as last adjusted and in
effect at the date any shares are surrendered for conversion). The Conversion
Price shall increase by $.02 for each year that the Preferred Stock is
outstanding. The current conversion price is $.36.

         We have not declared or paid any cash dividends on our Common Stock and
do not anticipate that any dividends will be paid in the foreseeable future.
During the fiscal year ended February 28, 2001, dividend payments on the
Convertible Preferred Stock amounted to $4,000.

                                       11
<PAGE>

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations
--------------------------------------------------------------------------------

         This Annual Report on Form 10-KSB contains certain "forward-looking"
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995) and information relating to us that are based on the beliefs of the
management, as well as assumptions made by and information currently available.
Our actual results may vary materially from the forward-looking statements made
in this report due to important factors such as, recent operating losses,
uncertainties associated with future operating results, unpredictability related
to Food and Drug Administration regulations, introduction of competitive
products, limited liquidity, reimbursement related risks, government regulation
of the home health care industry, success of the research and development
effort, market acceptance of FREEDOM60, availability of sufficient capital to
continue operations and dependence on key personnel. When used in this report,
the words "estimate," "project," "believe," "anticipate," "intend," "expect" and
similar expressions are intended to identify forward-looking statements. Such
statements reflect current views with respect to future events based on
currently available information and are subject to risks and uncertainties that
could cause actual results to differ materially from those contemplated in such
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. These
statements involve risks and uncertainties with respect to the ability to raise
capital to develop and market new products, acceptance in the market place of
new and existing products, ability to penetrate new markets, our success in
enforcing and obtaining patents, obtaining required Government approvals and
attracting and maintaining key personnel that could cause the actual results to
differ materially. Repro-Med does not undertake any obligation to release
publicly any revision to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

RESULTS OF OPERATIONS

2001 vs.  2000

         For the year ended February 28 , 2001 we showed a loss of $104,457 as
compared to a profit for the previous year of $250,300. This decline was mainly
a result of equity based compensation of $133,000 associated with the issuance
of stock and stock options for services rendered, during the year ended February
28 ,2001, coupled with the sale of a subsidiary, and a favorable debt settlement
of a line a credit for the year ended February 29, 2000.

         Total net sales increased slightly to $2,085,912 from $2,065,400.
FREEDOM60 sales increased 17% to $146,111 from $125,021, RESTORE sales increased
111% to $64,360 from $30,483 and OEM sales increased 15% to $569,839 from
$493,378. Resusitator sales decreased 31% to $160,790 from $233,336, GYNECO
sales decreased 7% to $203,611 from $219,851 and RES-Q-VAC sales decreased a
slight 2% to $947,019 from $963,341. We expect sales to increase significantly
in the coming year and hired Robert Leichtman in January 2001 for the position
of Vice President of Sales & Marketing to lead us in our efforts. Mr. Leichtman
is an experienced salesman, trained by Johnson & Johnson, has a background in
the military, and has spent the last 15 years in the home care market.

                                       12
<PAGE>
         Management is seeking funds to design a new improved RES-Q-VAC suction
device and expand the market substantially, although there is no assurance that
such funding can be obtained, or obtained at terms acceptable to us, or that if
funded, the markets would develop as expected. We are also planning to further
promote the RES-Q-VAC in the home care market, for which the RES-Q-VAC is
ideally suited due to its low cost, portability and convenience.

         We have been marketing FREEDOM60 directly to national providers, other
distributors, and regional home care agencies. Sales of FREEDOM60 are expected
to continue to improve, as we are negotiating with a national distributor, which
would additionally improve sales potential for the line.

         The RES-Q-VAC is under consideration by the U.S. Military for inclusion
in medical kits to respond to chemical or biological agents. We have met with
representatives of the armed forces to present and demonstrate the advantages of
the RES-Q-VAC System. Typically, the consideration and approval process for the
armed services is a long process, which we intend to continue until a decision
is rendered.

         Cost of Goods Sold (COGS) decreased 2% to $1,106,972 from $1,125,552
due to improved manufacturing processes, aggressive purchasing, and other
production efficiencies.

         Selling, General & Administrative Expenses (SG&A) decreased year over
year 18% primarily as a result of decreased payroll due to reductions in
management staff.

         Research and development decreased 56% to $35,335 from $80,944. Factors
in this decrease were due to a salary reduction, the departure of a senior
engineer, and a planned decrease in new products until we experience an
improvement in available capital. We have placed development and research on
hold pending the infusion of new investment capital for such programs.

         Net loss for operations decreased 57% to $102,351 from $237,337, which
was primarily the result of decreased payroll, decreased research & development
and a decrease in overall spending for the period.

         Non-operating income decreased significantly to ($2,106) from $370,745
primarily resulting from the sale of the Gamogen subsidiary and the joint
venture for RESTORE in the previous year. The current year non-operating income
and expense consisted primarily of interest expense for the credit line and
equipment lease and interest and other income.

         For the year ending February 28, 2001, there were two customers whose
combined sales were 27% of the total sales, Timm Medical and Mission Pharmacal.
Sales are expected to continue with Timm Medical, however, Mission has advised
us that they have reduced market support of their product and no additional
purchases are anticipated for the fiscal year ending 2002.

         On August 3, 2000, we signed a national distribution agreement with a
national distributor for the FREEDOM60 Syringe Infusion System. This distributor
has experienced a change in their sales management and has not pursued marketing
our products.

                                       13
<PAGE>

         On August 28, 2000, we were notified of an Indefinite Delivery,
Indefinite Quantity (IDIQ) Contract #RFP-797-FDF3-00-0089 awarded on August 25,
2000 by the AFMLO/VA Services Division. This material contract covers three of
the Company's patented products, RES-Q-VAC Manual Suction System, FREEDOM60
Syringe Infusion System and Masterson Endometrial Biopsy System, which are now
available to all government agencies. We continue in the process of contacting
the various branches of the government that have continued to express interest
in these products.

         On September 29, 2000,  we  were  notified  that  the  U. S.  Defense
Logistics  Information  Service in Battle Creek, MI had assigned  National Stock
Numbers to our  FREEDOM60  and  RES-Q-VAC  products  and  accessories.  This now
facilitates  orders  from any U. S.  military  agency to be able to acquire  our
products from a national military catalog listing.

         On November 5th, 2000, the Health Care Financing Administration (HCFA)
had advised us that after the ninety day review process of our application, the
SADMERC and the four Durable Medical Equipment Regional Carriers DMERCs)
completed the HCPCS coding re-review and advised us that the correct billing
code for the RES-Q-VAC was E1399, a durable equipment miscellaneous
reimbursement code. Subsequently, three weeks later HCFA advised us that it was
rescinding the previous correspondence because we didn't prove the use of
RES-Q-VAC in a home setting. We are collecting home care user testimonials and
actively pursuing other actions to have our product become reimbursable by HCFA.

Liquidity and Capital Resources

         At the end of fiscal year 2001, we had net working capital of $580,575
an increase of $56,230 from the previous year. We negotiated a settlement with a
lender that was remitted on October 29, 1999. As part of the agreement, we
signed a promissory note for $66,000 that becomes due through October 2002 only
upon the sale of either of our two major product lines. If neither of the two
product lines is sold, the note payable terminates.

         During June 2000, we negotiated a $200,000 line of credit with Premier
Bank that is guaranteed by the President and one of the directors. The line of
credit is intended for tooling and material purchases for new orders. As of
February 28,2001, $70,000 has been advanced on the line of credit. We purchased
additional inventory and tooling during April and May 2001 and have been
advanced a total of $175,000 as of May 29,2001. In accordance with the agreement
the line of credit needs to be renewed or paid off by June 30, 2001.

         During July 2000, we entered into a capital lease agreement with
Plasticweld for a catheter machine and tooling. The lease payments are $1,232
per month for 48 months. The value of the equipment is $44,435.

         During the month of November, a consultant to the company improperly
forged checks to himself totaling approximately $6600. Our bank has decided not
to reimburse us for these forgeries and the loss was written off in the third
quarter.

         We are currently operating at a neutral cash flow and have sufficient
capital for our ongoing needs, based on the anticipated continued sales growth
and maintaining careful control of expenses. We have demonstrated our ability to
control costs and believe we will be able to offset any unanticipated decreases

                                       14
<PAGE>

in revenues with additional reductions in overhead, materials, and labor. We are
actively pursuing capital investment to facilitate the development of our new
technology, as well as to begin an increase in production required to meet new
anticipated demand of our products. We are in the process of acquiring equipment
to begin in-house production of products, which have previously been acquired
through non-affiliated vendors. This equipment will open additional avenues of
opportunity for us to improve our margins on the current products as well as
becoming a source to generate additional revenue.

         Accounts Receivable decreased at February 28, 2001 to $207,588 as
compared to $227,871 for the previous year. Domestic sales are made primarily on
net 30-day payment terms. A variety of terms continue to be employed for export
sales including cash prepayments, irrevocable letters of credit and net 45 days
to allow for increased delays due to transportation and communications. As of
February 28, 2001, 70% of Accounts Receivable were current, 26% were at 30-59
days and 4% were over 60 days.

         Prepaid expenses and other receivables increased $6,070 from $45,517 to
$51,587.

         Capital expenditures in 2001 were $73,060 as compared to $40,967 in
2000, mainly as a result of the acquisition of a catheter-producing machine to
decrease costs for this material. Other assets decreased $4,336.

         We concluded the sale of our investment in Gamogen, Inc. on October 31,
1999 effective September 1, 1999. The proceeds from the transaction were
$263,579. The cost basis for the investment was $41,779. Consequently, the sale
resulted in the recognition of a gain of $221,800 that is reflected in the
Statement of Income as "Other Income" for the year ended February 29, 2000. As
part of the sale, we purchased income-producing assets and assumed certain
liabilities from Gamogen, Inc. and its subsidiary Gyneco, Inc. This purchase
resulted in our retaining control and obtaining sole ownership of the operations
of Gyneco, Inc. We anticipate savings in accounting and legal fees to meet the
reporting requirements associated with Gamogen, Inc. as well as improved
efficiencies internally that had been related to the additional bookkeeping and
clerical efforts.

         In February 1999, we executed a sale-leaseback for our masonry and
steel frame building erected on 3.27 acres of land located at 24 Carpenter Road,
Chester, New York 10918. The facility is our only location and is used for our
headquarters and manufacturing operations.

         Under terms of the contract of sale, we have the option to re-purchase
the building, beginning on the second anniversary of the sale and ending on the
eighth anniversary. We are required to give 12 months prior notice of the intent
to re-purchase the building. The agreed upon amount for re-purchase is as
follows:

         Year Three                $2,100,000          Year Four   $2,205,000
         Year Five                 $2,315,250          Year Six    $2,431,013
         Year Seven                $2,552,563


         The property is currently subject to a 20-year lease. We are
responsible for repairs, maintenance and upkeep of the space occupied. The terms
of the lease call for monthly lease payments of $10,000 per month and 65% of the
annual property taxes that amounted to $44,988 for the year ended February 28,

                                       15
<PAGE>
2001. Our monthly rent is $10,000 for the first 10 years of the lease and
$11,042 thereafter.


2000 vs. 1999

         For the year ended February 29, 2000 we showed a profit of $250,300 as
compared to a loss for the previous year of $1,324,469. A combination of
improved sales, lower costs, the sale of a subsidiary, and a favorable debt
settlement of a line of credit created this improvement. We hired a Vice
President of Operations to further reduce manufacturing costs and bring certain
manufacturing processes in-house.

         Total sales had increased 19.7% to $2,065,400 from $1,725,035 as a
result of increases in RES-Q-VAC sales which were up 16% to $963,341 in 2000
from $827,629 in 1999, Resuscitators had improved 239% to $233,336 from $68,842,
the FREEDOM60 product line also increased 78% to $125,021 from $70,284.
Impotency sales also increased in 2000 393% to $30,483 from $6,185, OEM sales
decreased slightly in 2000 8% from $536,532 to $493,378, and Gyneco sales, fully
consolidated, decreased slightly to $219,851 in 2000 from $220,538 in 1999.

         RES-Q-VAC sales continued to improve in 2000 due to an aggressive sales
campaign that was designed to take advantage of the Year 2000 concerns for
reliable suction devices during potential power outages.

         Sales of the FREEDOM60 Syringe Infusion System improved as well in
spite of the cancellation of the Exclusive Distribution Agreement with McKinley
Medical, which was terminated for failure to adequately market the products and
meet agreed payment terms. We had been marketing FREEDOM60 directly to national
providers, other distributors, and regional home care agencies.

         Cost of Goods Sold (COGS) decreased 5% to $1,125,552 from $1,186,555 -
even with the increase in sales of 19.7% - due to improved manufacturing
processes, aggressive purchasing, and other production efficiencies.

         Selling, General & Administrative Expenses (SG&A) decreased year over
year 17% primarily as a result of decreased payroll due to reductions in
management staff and a voluntary reduction in salary for Andrew Sealfon. This
decrease had been partially offset in YE 2000 by an increase in rent of $97,519
as a result of the sale-leaseback of the premises completed in 1999. Thus the
SG&A with the addition of rent were still reduced by 8% or $84,915 to $1,008,446
from $1,093,361 (see Page 10 - Sale-Leaseback).

         Research and development decreased 56% to $80,994 from $185,637.
Factors in this decrease were due to a salary reduction, the departure of a
senior engineer, and a planned decrease in new products until there were
improvements in available capital. Development and research programs had been
placed on hold pending the infusion of new investment capital for such programs.

         Net loss for operations decreased 72% to $237,337 from $862,314, as a
result of improved sales, improved efficiencies, and decreased payroll for the
period.

                                       16
<PAGE>
         Non-operating income increased significantly to $370,745 from $40,576
primarily resulting from the sale of the Gamogen subsidiary and the joint
venture for RESTORE. The previous year's non-operating income primarily resulted
from interest and rental income offset by mortgage interest.

         For the year ended February 29, 2000, there were two customers whose
combined sales were 24% of the total sales, Timm Medical and Mission Pharmacal.

         There was no charge for an income tax provision for the year ended
February 29, 2000 as compared to a charge of $494,342 for the previous year.

Item 7.  Financial Statements

Index to Consolidated Financial Statements and Supplementary Data

                                                                        Page

Report of Independent Certified Public Accountants                       18

Financial Statements:

  Consolidated Balance Sheet, February 28, 2001                          20

  Consolidated Statements of Income, For the Years Ended

    February 28, 2001 & February 29, 2000                                21

  Consolidated Statements of Changes in Stockholders' Equity,

    For the Years Ended February 28, 2001 and February 29, 2000          22

  Consolidated Statements of Cash Flows, For the Years Ended

    February 28, 2001 & February 29, 2000                                23

  Notes to Consolidated Financial Statements                             24



                                       17
<PAGE>

                       WEINGAST, ZUCKER & RUTTENBERG, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                                11 HOLLAND AVENUE
                          WHITE PLAINS, NEW YORK 10603


                          INDEPENDENT AUDITORS' REPORT

BOARD OF DIRECTORS
REPRO-MED SYSTEMS, INC. AND SUBSIDIARY


         We have audited the accompanying consolidated balance sheets of
Repro-Med Systems, Inc. and Subsidiary as of February 29, 2000 and the related
consolidated statements of income, stockholders' equity and cash flows for the
year then ended February 29, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Repro-Med Systems, Inc. and Subsidiary as of February 29, 2000 and the
consolidated results of their operations and their cash flows for the year then
ended February 29, 2000, in conformity with generally accepted accounting
principles.


/s/ Weingast, Zucker & Ruttenberg, LLP

White Plains, NY
May 25, 2000


                                       18
<PAGE>
                             RADIN, GLASS & CO., LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                              360 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017


                          INDEPENDENT AUDITORS' REPORT

BOARD OF DIRECTORS
REPRO-MED SYSTEMS, INC.

         We have audited the accompanying balance sheet of Repro-Med Systems,
Inc. as of February 28, 2001 and the related statement of income, stockholders'
equity and cash flow for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Repro-Med Systems,
Inc. as of February 28, 2001 and the results of their operation and their cash
flow for the year then ended, in conformity with accounting principles generally
accepted in the United States.


/s/ Radin, Glass & Co., LLP

New York, NY
April 17, 2001


                                       19
<PAGE>

                             Repro-Med Systems, Inc.
                           Consolidated Balance Sheet


ASSETS
                        CURRENT ASSETS February 28, 2001

    Cash                                                            $    35,466
    Accounts Receivable, net                                            207,588
    Inventory                                                           586,866
    Prepaid Expenses & Other Receivables                                 51,587
    Deposits                                                             40,000
                                                                    ------------
TOTAL CURRENT ASSETS                                                    921,507

EQUIPMENT & OTHER ASSETS
    Equipment-net                                                       471,895
    Other Assets                                                         50,076
                                                                    ------------
TOTAL EQUIPMENT & OTHER ASSETS                                          521,971
                                                                    ------------

TOTAL ASSETS                                                        $ 1,443,478
                                                                    ============


LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

    Accounts Payable                                                $   102,137
    Bank Line of Credit Payable                                          70,000
    Accrued Expenses                                                    132,435
    Current Portion of Capital Gain                                      22,481
    Current Portion of Leases Payable                                    11,109
    Customer Deposits                                                     2,770
                                                                    ------------
Total Current Liabilities                                               340,932

    Deferred Capital Gain                                               382,175
    Long Term Leases Payable                                             25,920
                                                                    ------------
TOTAL LIABILITIES                                                       749,027
                                                                    ------------

COMMITMENTS AND CONTINGENCIES                                                 0
                                                                    ------------

STOCKHOLDERS' EQUITY
    Preferred Stock, 8% Cumulative $.01
    Par Value Authorized 2,000,000 Issued &
    Outstanding 10,000 Shares                                               100
    Common Stock, $.01 Par Value,
    Authorized 50,000,000 Shares, Issued &
    Outstanding 23,504, 000 Respectively                                235,040
    Unearned Compensation                                               (41,000)
    Additional Paid-in Capital                                        2,211,631
    Accumulated Deficit                                              (1,569,320)
    Treasury Stock at Cost                                             (142,000)
                                                                    ------------
TOTAL STOCKHOLDERS' EQUITY                                              694,451
                                                                    ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                            $ 1,443,478
                                                                    ============
    *See accompanying notes to consolidated financial statements


                                       20
<PAGE>
<TABLE>
<CAPTION>

                            Repro-Med Systems, Inc.
                        Consolidated Statements of Income
                               For The Years Ended



                                                           February 28, 2001              February 29, 2000
Sales
-----
<S>                                                         <C>                            <C>
  Net Sales of Products                                     $ 2,085,912                    $ 2,065,400
Costs and Expenses:
-------------------
  Cost of Goods Sold                                          1,106,972                      1,125,552
  Selling, General & Administrative                             827,985                      1,008,446
  Research & Development                                         35,335                         80,944
  Depreciation & Amortization                                    84,971                         87,795
  Equity Based Compensation                                     133,000                              0
                                                            ------------                   ------------
Total Costs And Expenses                                      2,188,263                      2,302,737

Net Operating Loss                                             (102,351)                      (237,337)
------------------
Non-Operating Income (Expense)
   Interest Expense                                              (5,483)                      ( 44,104)
   Interest & Other Income                                        3,377                         18,049
  Gain on Sale of Subsidiary                                          0                        224,788
  Gain on Termination of Joint Venture                                0                        172,012
                                                            ------------                   ------------
Total Non-Operating Income (Expense)                             (2,106)                       370,745
                                                            ------------                   ------------

  Income (Loss) before Taxes                                   (104,457)                       133,408
  (Provision) Benefit for Income Taxes                                0                              0
                                                            ------------                   ------------
Net Income (Loss) before Minority Interest &
Extraordinary Item                                             (104,457)                       133,408

Extraordinary Item                                                    0                         62,350
                                                            ------------                   ------------
      Income (Loss) Before Minority Interest                   (104,457)                       195,758

Minority Interest                                                     0                         54,542

Net Income (Loss)                                           $  (104,457)                   $   250,300
                                                            ============                   ============

Preferred Dividend                                               (8,000)                        (8,000)
                                                            ------------                   ------------

Net Income (Loss) Available to
Common Shareholders                                         $  (112,457)                   $   242,300
                                                            ============                   ============

Weighted average number of shares outstanding
  Basic                                                      23,354,000                     22,629,000
  Diluted                                                    23,354,000                     23,123,117

Earnings (Loss) Per Common Share
  Basic-Before Extraordinary Item                                ($0.00)                         $0.01
  Diluted Before Extraordinary Item                               $0.00                          $0.01
  Basic-Extraordinary Item                                       ($0.00)                         $0.00
  Diluted-Extraordinary Item                                      $0.00                          $0.00
*See accompanying notes to consolidated financial statements
</TABLE>

                                       21
<PAGE>
<TABLE>
<CAPTION>

                             Repro-Med Systems, Inc.
            Consolidated Statement of Changes in Stockholders' Equity
            For the Years Ended February 28, 2001 & February 29, 2000







                                                                             Warrants &
                                                                               Addt'l
                     Total       Preferred  Stock         Common Stock        Paid-in      Unearned         Accumulated    Treasury
                     Equity     Shares      Amount      Shares     Amount     Capital     Compensation       (Deficit)      Stock
------------------------------------------------------------------------------------------------------------------------------------

<S>                 <C>           <C>       <C>    <C>           <C>        <C>            <C>             <C>            <C>
February 28,1999    $536,668      10,000     $100   22,142,000    $221,420   $3,040,802          $0        ($2,583,654)   ($142,000)
Preferred            (8,000)                                                                                    (8,000)
Dividend
Net Income           250,300                                                                                   250,300
Issuance of            7,620                           762,000       7,620
Common Stock
Warrants               (140)                                                       (140)
Sale of            (128,540)                                                 (1,009,031)                       880,491
Subsidiary
------------------------------------------------------------------------------------------------------------------------------------
February 29,2000    $657,908      10,000     $100   22,904,000    $229,040   $2,031,631          $0        ($1,460,863)   ($142,000)
                    ========      ======     ====   ==========    ========   ==========          ==        ============   ==========

Preferred            (4,000)                                                                                    (4,000)
Dividend
Net Loss           (104,457)                                                                                  (104,457)
Equity Based         133,000                           400,000       4,000      170,000     (41,000)
Compensation
Exercise of           12,000                           200,000       2,000       10,000
Options
------------------------------------------------------------------------------------------------------------------------------------
February 28,2001    $694,451      10,000     $100   23,504,000    $235,040   $2,211,631    ($41,000)       ($1,569,320)   ($142,000)
                    ========      ======     ====   ==========    ========   ==========    =========       ============   ==========

* See accompanying notes to consolidated financial statements

</TABLE>
                                       22
<PAGE>
<TABLE>
<CAPTION>
                             Repro-Med Systems, Inc
                      Consolidated Statements of Cash Flows
                               For the Years Ended

                                                                  February 28, 2001          February 29, 2000
                                                                  -----------------          -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                               <C>                        <C>
Net (Loss) Income                                                        ($104,457)                  $250,300
Adjustments to reconcile net (loss) income to cash
 used in operating activities:
     Equity Based Compensation                                             133,000                          0
     Depreciation and Amortization                                          84,971                     87,795
     Deferred gross profit - building lease                                (22,481)                   (22,481)
     Minority Interests                                                          0                   (288,882)
     Accounts Receivable                                                    20,283                   (107,401)
     Inventories                                                           (30,984)                    17,678
     Prepaid Expenses                                                       (6,070)                    33,268
     Other Assets                                                            4,336                     14,072
     Accounts Payable                                                       42,774                     18,113
     Accrued Expenses                                                      (52,501)                  109, 209
     Leases Payable                                                         37,029                          0
     Customers Deposits                                                   (242,460)                    (1,380)
                                                                  -----------------          -----------------
NET CASH USED BY (PROVIDED IN) OPERATIONS                                 (136,560)                   110,291
                                                                  -----------------          -----------------
CASH FLOWS USED BY INVESTING ACTIVITIES
     Short term investments                                                      0                     81,352
     Capital Expenditures                                                  (73,060)                   (48,941)
     Sale of property                                                            0                   (128,540)
                                                                  -----------------          -----------------
NET CASH USED BY INVESTING ACTIVITIES                                      (73,060)                   (96,129)
                                                                  -----------------          -----------------
CASH FLOW PROVIDED BY (USED IN) FINANCING
  ACTIVITIES:
   Repayment of term loan                                                        0                   (240,506)
   Proceeds from line of credit                                             70,000                          0
   Repayment of line of credit                                                   0                   (439,372)
Preferred stock dividends                                                   (4,000)                    (8,000)
   Issuance of Common Stock/Exercise of Options                             12,000                      7,620
   Warrants                                                                      0                      (140)
   Cash collateral deposits                                                      0                    150,000
                                                                  -----------------          -----------------
NET CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES                                                                78,000                   (530,398)
                                                                  -----------------          -----------------
NET DECREASE IN CASH                                                      (131,620)                  (516,236)
CASH, beginning of period                                                  167,085                    683,321
                                                                  -----------------          -----------------
CASH, end of period                                                        $35,466                   $167,085
                                                                  =================          =================

Supplemental disclosures of Cash Flow Information:
   Interest                                                                 $5,483                    $48,099
   Income Taxes                                                                  0                          0
*See accompanying notes to consolidated financial statements
</TABLE>
                                       23
<PAGE>

                             Repro-Med Systems, Inc.
                   Notes To Consolidated Financial Statements
        For the Two Years Ended, February 28, 2001 and February 29, 2000

Note 1 - Organization and Summary of Significant Accounting Policies

(A)      Repro-Med Systems, Inc. was incorporated on March 24, 1980. The Company
         was organized to engage in the research, development, laboratory and
         clinical testing, production and marketing of medical devices used in
         the treatment of the human condition. The statement of operations, cash
         flows and stockholders' equity for the year ended February 29,2000
         includes activity of the sole subsidiary through August 31,1999.

(B)      Revenue is recognized when products are shipped.

(C)      Costs incurred in obtaining patents have been capitalized and are being
         amortized over seventeen years. Costs of goodwill have been capitalized
         and are being amortized over thirty-five years.

(D)      Furniture and equipment is stated at cost. Furniture and equipment is
         being depreciated over five to twelve years utilizing the straight-line
         method of depreciation.

(E)      Inventory is valued at the lower of cost (first-in, first-out method),
         or market.

(F)      The Financial Statements are presented in accordance with SFAS No. 128
         "Earnings Per Share". Basic earnings per share are computed using the
         weighted average number of common shares outstanding during the period.
         Diluted earnings per share incorporate the shares to be issued assuming
         exercise of warrants and options. The loss per common share does not
         include the conversion of outstanding options and warrants since all of
         the stock options and warrants outstanding are anti-dilutive.

(G)      Cash and cash equivalents are comprised of certain highly liquid
         investments with maturities of three months or less.

(H)      Use of estimates - the Financial Statements are prepared in conformity
         with generally accepted accounting principles and, accordingly include
         amounts that are based on management's best estimates and judgments.
         The actual results may differ from those estimates.

(I)      Reclassification - certain reclassifications have been made to prior
         year amounts to conform to current year presentation.

(J)      The carrying amounts reported in the balance sheet for cash,
         receivables, and accrued expenses approximate fair value based on the
         short-term maturity of these instruments.

(K)      The Company  accounts for employee stock options in accordance  with
         APB Opinion No. 25,  "Accounting  for Stock Issued to Employees" and
         has adopted the disclosure-only option under SFAS No. 123.


                                       24
<PAGE>

(L)      The Company utilized the liability method of accounting for income
         taxes as set forth in SFAS 109, "Accounting for Income Taxes." Under
         the liability method, deferred taxes are determined on the difference
         between the financial statement and tax bases of assets and liabilities
         using enacted tax rates in effect in the years in which the differences
         are expected to reverse.

(M)      The Company reviews long lived assets, certain identifiable assets and
         any goodwill related to those assets for impairment. Whenever
         circumstances and situations change such that there is an indication
         that the carrying amounts may not be recoverable. At February 28,2001,
         the Company believes that there has been no impairment of long lived
         assets.


Note 2 - Inventory


                      Inventory Consists of:                February 2001
                                                            -------------

                        Raw Materials                           $280,020

                        Work In Process                          164,802

                        Finished Goods                           189,372

                        Inventory Reserve                        (47,328)
                                                            -------------

                          Total                                 $586,866
                                                            =============
Note 3 - Equipment and Other Assets

                                                            February 2001
                                                            -------------
                         Equipment:
                           Furniture and Equipment            $1,101,090
                           Accumulated Depreciation             (629,195)
                                                            -------------
                              Net Equipment                     $471,895
                                                            =============

                         Other Assets:
                           Patent Costs                          $90,847
                           Goodwill                               14,137
                           Zonagen Stock at Cost                     802
                           Accumulated Amortization              (55,710)
                                                            -------------
                              Net Other Assets                   $50,076
                                                            =============


Note 4 - Line of Credit
             The company had a line of credit of $200,000 in fiscal year ended
February 28, 2001. At February 28, 2001, the company had used $70,000 and
$130,000 was available. The President of the Company and one of the Directors
guarantee such credit line. February 2001 February 2000 In accordance with the
agreement the line of credit needs to be renewed or paid off by June 30, 2001.

                                       25
<PAGE>
Note 5 - Capital Lease

The Company leases certain equipment under leases accounted for as capital
leases. The obligations require the Company to make monthly payments of
approximately $1,232 through June 2004.

The following is a summary of aggregate annual maturities of long-term debt and
capitalized lease obligations as of February 28,2001.

Year ending February 28,
2002                                             $14,784
2003                                             $14,784
2004                                             $14,784
2005                                              $4,928
                                                 -------
Less amounts representing
 interest                                        (12,251)
                                                  37,029
Less current portion                             (11,109)
                                                 -------
                                                 $25,920

Note  6  -  Capitalization   and  Certain  Capital
Transactions

         On February 2, 1993, the Company issued and sold 10,000 shares of $.01
par value Convertible Cumulative Preferred Stock at a price of $10.00 per share.
Dividends are payable semi-annually at an annual rate of $8,000 or 8% of the
original sale price of $100,000. As of February 28, 2001 the Convertible
Cumulative Preferred Stock can be converted to 294,117 shares of common stock at
the conversion price of 36 cents per share.

         On October 31, 1995, the Company purchased in a private offering
275,000 shares of common shares at a price of $0.08 per share or a total of
$22,000. On September 10, 1996, the Company purchased in a private offering
2,000,000 shares of common shares at a price of $0.06 per share or a total of
$120,000. The 2,275,000 shares redeemed were previously restricted in part as to
their sale under "Rule 144" of the Securities and Exchange Act. The 2,000,000
shares redeemed are subject to a ten year voting agreement dated June 30, 1992
under which Mr. Andrew I. Sealfon, President and Chairman of Repro-Med, has the
exclusive right to vote all the shares covered under the voting agreement. The
2,000,000 shares redeemed on September 10, 1996, while held by the Company, will
be voted exclusively by Mr. Sealfon until June 30, 2002 as required by the
voting trust. Treasury Stock shares may be sold at a future time or held by us
for corporate use.

         The Company issued 585,000 performance based stock options during the
year ended February 28,2001, which will be valued upon such stock options being
earned. In addition, the Company also issued 400,000 shares of stock options
valued at $82,000, which is being amortized over twelve to twenty-four months.
Approximately $41,000 of unearned compensation remains at February 28,2001.

                                       26
<PAGE>

Note 7 - Related Party Transactions

         The Company leased an aircraft from an officer for $20,000 and $19,500
at February 28, 2001 and February 29, 2000.

         The Company leased office space from an officer for $6,000 during the
years ended February 28, 2001 and February 29, 2000.

         Repro-Med  Systems,  Inc. also  allocated
overhead  expenses  to its  subsidiaries  totaling
$240,428 at February 29, 2000.

         The Company had been in a joint venture with its subsidiary, Gamogen,
Inc., to market and sell the RESTORE product. The joint venture was terminated
in fiscal year February 29, 2000.

Note 8 - Earnings Per Share

         Basic earnings and losses per share are computed by dividing net
earnings or losses by the weighted average number of shares of Common Stock and
Common Stock Equivalents outstanding during the period (including 2,275,000
shares held as treasury stock). Diluted earnings and losses per share are
computed by dividing net earnings or losses by the weighted average number of
shares of Common Stock and Common Stock Equivalents outstanding during the
period (including 2,275,000 shares held as treasury stock) as if the
excercisable options were converted into common stock at the beginning of the
period.




Earnings (Loss) Per Common Share
                                       February 2001          February 2000
                                       -------------          -------------
      Basic  Per Share                       ($0.00)                $ 0.01
      Number of Shares Primary           23,354,000             22,629,000

      Diluted Per Share                      ($0.00)                $ 0.01
      Number of Shares Fully Diluted     23,354,000             23,123,117

Note 9 - Income Taxes

         As of February 28, 2001 Repro-Med has a net operating loss carry
forward ("NOL") of approximately $1,450,000 available to offset its future
income tax liabilities. The NOL will begin to expire in the year 2002 and has
been used to offset deferred taxes for financial purposes.


                                       27
<PAGE>
Temporary differences which give rise to deferred taxes are summarized as
follows:

                                          February 28, 2001    February 29,2000
                                          -----------------    ----------------

          Deferred tax assets:
           Net operating loss and other
            carryforwards                        $ 540,000            $550,000
           Valuation Allowance                    (540,000)           (550,000)
                                          -----------------    ----------------
           Net deferred tax assets                     $ 0                 $ 0
                                          =================    ================

The Company has recorded a full valuation allowance to reflect the estimated
amount of deferred tax assets that may not be realized.

The Company's effective income tax rate differs from the statutory Federal
income tax rate as a result of the following:

                                          February 28, 2001  February 29,2000
                                          -----------------  ----------------

     Tax benefit at statutory rate                ($35,000)          $85,000
     Nondeductible expense                          31,000                 0
     State benefit, net of Federal
     tax effect                                     (4,000)           10,000
                                          -----------------  ----------------
     Change in valuation allowance on
     net operating loss                              8,000           (95,000)
                                          -----------------  ----------------
                                                     $   0             $   0
                                          =================  ================

Note 10 - Stock Option Plan

         On March 1, 1995, the Board of Directors approved two incentive stock
option programs for the benefit of key employees, directors, and officers of the
Company. The two plans, termed the 1995 Stock Option Plan and the 1995 Stock
Option Plan For Non-Employee Directors (the "Option Plans"), provide options to
purchase 5,000,000 and 500,000 shares, respectively, of Repro-Med common stock.
We have filed a Registration Statement with the Securities and Exchange
Commission for the Option Plans. The Option Plans expire March 1, 2005. Options
granted under the 1995 Stock Option Plan to full time employees are intended as
"incentive stock options" within the meaning of Section 422A of the Internal
Revenue Code. On March 1, 1995, the Board of Directors voted to grant options
for 3,800,000 shares under the Option Plans. In May 2000, Marion Howarth
exercised 200,000 options under the plan. No other options under the plan have
been exercised as of February 28, 2001.

         The Company has two employee incentive stock option plans, which are
authorized to issue up to 5,000,000 shares of common stock, respectively.

                                       28
<PAGE>
         Stock option activity for the years ended February 28, 2000 and 2001 is
summarized as follows:

1995 Stock Option Plan:
                                           Weighted
                                            Average
                                            Shares              Exercise Price
                                      ------------------      ------------------
  Outstanding at February 28, 1999            3,800,000                $    .06
     Granted                                          -                       -
     Exercised                                        -                       -
     Expired or cancelled                             -                       -
                                      ------------------      ------------------
  Outstanding at February 29, 2000            3,800,000                $    .06
                                      ------------------      ------------------
     Granted                                    300,000                     .20
     Exercised                                 (200,000)                    .06
     Expired or cancelled                    (1,700,000)                    .06
                                      ------------------      ------------------
  Outstanding at February 28, 2001            2,200,000                $    .07
                                      ==================      ==================

Non - Qualified Stock Options:
                                           Weighted
                                           Average
                                           Shares              Exercise Price
                                      ------------------     -------------------
  Outstanding at February 28, 1999                    -                $      -
     Granted                                    150,000                    1.00
     Exercised                                        -                       -
     Expired or cancelled                             -                       -
                                      ------------------     -------------------
  Outstanding at February 29, 2000              150,000                    1.00
                                      ------------------     -------------------
     Granted                                    985,000                     .20
     Exercised                                        -                       -
     Expired or cancelled                             -                       -
                                      ------------------     -------------------
  Outstanding at February 28, 2001            1,135,000                $    .30
                                      ==================     ===================

Information, at date of issuance, regarding stock option grants for the year
ended February 28, 2000 and 2001:
<TABLE>
<CAPTION>

                                                                            Weighted           Weighted
                                                                             Average            Average
                                                                            Exercise             Fair
                                                          Shares              Price              Value
                                                       --------------     --------------    ----------------
Year ended February 29, 2000:
<S>                                                    <C>                <C>               <C>
   Exercise price exceeds market price                       150,000           $   1.00              $  .07
   Exercise price equals market price                              -                  -                   -
   Exercise price is less that market price                        -                  -                   -

Year ended February 28, 2001:
   Exercise price exceeds market price                             -           $      -              $    -
   Exercise price equals market price                        800,000                .22                 .08
   Exercise price is less that market price                  185,000                .10                 .18
</TABLE>

         For disclosure purposes in accordance with SFAS No. 123, the fair value
of each stock option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for stock options granted during the year ended February 28,

                                       29
<PAGE>
2001 and 2000: annual dividends of $0.00, expected volatility of 97% at February
28, 2001 and 2000, risk-free interest rate of 5.75% and expected life of three
years for all grants.

         If the Company recognized compensation cost for the vested portion of
the employee stock option plan in accordance with SFAS No. 123, the Company's
pro-forma net (loss) and income per share for the years ended February 28, 2001
and 2000, would have been approximately, ($120,457) and ($.01), $250,300 and
$.01, respectively.

         The non-qualified stock options outstanding are partially vested; in
addition 585,000 of such stock options are performance based. The compensation
expense attributed to the issuance of these stock options will be amortized and
expensed over periods up to 24 months, except for the performance based options,
which compensation expense will be determined upon the performance criteria
being met. These stock options are exercisable for three years from the grant
date. The employee stock option plan stock options are exercisable for ten years
from the grant date and vest over three years. As of February 28, 2001 and 2000,
4,250,000 and 3,950,000, respectively, of these stock options were vested or
earned.

         The following table summarizes information about warrants outstanding
and exercisable at February 28, 2001:

                                             Outstanding
                          -----------------------------------------------------
                                               Weighted-         Weighted-
                                                average           average
                                               remaining          exercise
                             Shares          life in years         price
                          -----------------------------------------------------
Range of exercise prices
 $ .01 to $ .10            3,985,000                 2.71          $   .06
 $ .11 to $ .50            1,125,000                 2.17              .22
 $ .61 to $1.00               50,000                 2.00              .80
 $1.01 to $3.00               75,000                 2.00             1.30
                           ---------
                           5,235,000

Note 11 - Sale-Leaseback Transaction - Operating Lease

         On February 25, 1999, the company entered into a sale-leaseback
arrangement. Under the arrangement, the company sold its land and building at 24
Carpenter Road, in Chester, New York and leased it back for a period of 20
Years. The leaseback has been accounted for as an operating lease. The gain of
$449,617 realized in this transaction has been deferred and will be amortized to
income in proportion to rental expense over the term of the lease.

         At February 28, 2001 the future minimum rental payments are:

Year              Minimum rental payments
----              -----------------------
2002                         $   120,000
2003                             120,000
2004                             120,000
2005                             120,000
2006                             120,000
thereafter                   $ 1,685,000
                  -----------------------
Total                        $ 2,285,000


                                       30
<PAGE>
Note 12 - Major Customer

         In the year ended February 28, 2001 there were two customers that
accounted for 27% of the total sales. Management expects sales to continue with
one of the two largest customers in fiscal year February 28, 2002.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure


         In February 2001, the Board of Directors of Repro-Med Systems, Inc.,
 (The  "Company")  approved the dismissal of Weingast, Zucker & Ruttenberg, LLP
("Weingast") as its independent accountants and auditors of record for the
financial statements as of and for the year ended February 28,2001.

         The reports of Weingast on the Company's financial statements for the
years ended February 28, 1999 and February 29,2000 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.

         In connection with the audits of the Company's financial statements for
the fiscal years ended February 28, 1999 and February 29,2000 and in the
subsequent interim periods, there were no disagreements between the Company and
Weingast on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the satisfaction of Weingast, would have caused Weingast to make reference to
the matter in their reports.

         In February 2001, the Board of Directors of the Company approved the
engagement of Radin, Glass & Co., LLP ("Radin Glass") of New York, New York, to
replace Weingast as the Company's independent auditors. The Company had not
retained Radin Glass during any of the previous years to consult on the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements or on any matter that was the subject of a
disagreement with the prior accountants or a reportable event under the
Securities laws.

                                       31
<PAGE>
                                  PART III

Item 9. Directors and Executive Officers,  Promoters and Control Persons:
        Compliance With Section 16(a) of the Exchange Act


         The following table sets forth-certain information with respect to the
Executive Officers and Directors:

                  Name                      Age         Position/Held Since

                  Andrew I. Sealfon         55          President 1980,
                                                        Treasurer 1983,
                                                        Chairman 1989,
                                                        Director 1980
                                                        CEO 1986

                  Paul Mark Baker           51          Director 1991

                  Nathan Blumberg           66          Director 2000

                  Remo Spagnoli             72          Director 1993

         Mr.  Sealfon is deemed a "parent" and  "promoter" as those terms are
defined under the Securities Act of 1933 as amended.

         All directors hold office until the next annual meeting of shareholders
or until their successors are elected. Executive Officers hold office at the
discretion of the Board of Directors.

         Mr.  Sealfon  co-founded  Repro-Med  Systems,  Inc. in 1980. He is an
electrical  engineer and inventor and has been granted numerous United States
patents.  Mr. Sealfon is a graduate of Lafayette College.

         Dr. Baker earned a medical  degree from Cornell  University  Medical
College.  He is a practicing  pediatrician  and is attending  at  Department  of
Pediatrics Horton Memorial  Hospital,  Middletown,  NY and attending at New York
Hospital-Cornell  Medical  Center in New York City. Dr. Baker assisted us in the
development  of the  RES-Q-VAC  Suction  System.  In  addition,  Dr.  Baker  has
published  results  of use of the  RES-Q-VAC  in a letter to  Lancet,  a medical
journal.

         Dr. Blumberg who recently joined our board, was a practicing urologist
in the New York area, and has founded and sold an IV business to 3M. He teaches
medicine at Stony Brook University on Long Island, and now consults for various
medical companies. He makes available a wealth of medical and business acumen to
the Company.

         Mr. Spagnoli is a principal founder and past President and Chairman of
CRS, Inc.,  Newburgh,  NY, a manufacturer of proprietary  inventory  control and
point of sale  software and  distributor  of computer  equipment.  Mr.  Spagnoli
presently consults for CRS, Inc.

Item 10.  Executive Compensation

         Andrew I. Sealfon, President, received $129,750 in salary from
Repro-Med during the fiscal year ended February 28, 2001. Mr. Sealfon has been
granted incentive stock options in Repro-Med under its 1995 Stock Option Plan.


                                       32
<PAGE>

         The officers are reimbursed for travel and other expenses incurred on
behalf of Repro-Med Systems, Inc. We do not have pension or profit sharing
plans.

                              Summary Compensation

         Name & Position            Year       Salary           Other *
         ---------------            ----       ------           -----

         Andrew I. Sealfon,
         President                  2001       $129,750         $6,000
                                    2000       $129,750         $8,949
                                    1999       $146,144         $11,895

         * Other compensation includes car allowance and $6,000 for rental of
lab facilities.

         We granted 300,000 options, exercisable for a period of three years
following the one-year anniversary date of employment, to Ronald Tortorella, VP
of Operations.

         We have also contracted to grant options to Robert Leichtman, VP of
Sales based on increased sales performance during fiscal year 2002 as compared
to fiscal year 2001.

         Table of aggregated options exercised in the fiscal year and option
values at year-end February 2001:
<TABLE>
<CAPTION>
                                                                                          Value of
                                                                  Number of             Unexercised
                                                                 Unexercised            In-the-Money
                                 Shares                           Options at               Options
                                Acquired                          Year-end               at Year-end
     Name of Individual           On            Value            Exercisable/           Exercisable/
                                Exercise       Realized         Unexercisable          Unexercisable

     <S>                        <C>           <C>             <C>                     <C>
     A. I. Sealfon
     Exercisable                  0               0                 1,500,000             $99,000
     Unexercisable                0               0                         0                  $0

     R. Tortorella
     Exercisable                  0               0                         0                   0
     Unexercisable                0               0                   300,000             $60,000

     R. Leichtman
     Exercisable                  0               0                         0                   0
     Unexercisable                0               0                   500,000            $100,000
</TABLE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth, as of February 2001, the number of
shares of Common Stock beneficially owned by each person owning more than 5% of
the outstanding shares, by each officer and director, and by all officers and
directors as a group:

                                       33
<PAGE>
<TABLE>
<CAPTION>

       Name of Principal Shareholders                       Number of           Percent
                and Identity of Group                 Shares Owned             of Class     Notes:
       ------------------------------                 ------------             --------     -----

       <S>                                            <C>                      <C>          <C>
       Andrew I. Sealfon*                               10,538,750                 45%       1,2,6

       Dr. Paul Mark Baker                               1,254,000                  5%       6

       Dr. Nathan Blumberg                                  50,000                  0%       5

       Remo Spagnoli                                     1,095,950                  5%       3,4,6

       Repro-Med Systems, Inc                            2,275,000                 10%       7

       All Directors and Officers as a Group (4         15,213,700                 64%
       Persons)
</TABLE>

         *Andrew I. Sealfon is deemed a "parent" and a "promoter" of Repro-Med
          Systems, Inc. as those terms are defined under the Securities Act of
          1933, as amended.

         (1) Does not include 690,000 shares of common stock owned by members of
         Mr. Sealfon's family, as to which Mr. Sealfon disclaims beneficial
         ownership.

         (2) Under the terms of a voting agreement dated June 30, 1992, Messrs.
         Sealfon and Zorgniotti agreed to vote their shares jointly when voting
         as stockholders. This agreement which is in effect for 10 years
         represents 3,571,500 shares previously owned by the Estate of A.
         Zorgniotti. In 1996, 2,000,000 shares were purchased by Repro-Med
         Systems, Inc., January 1997, 1,571,500 were purchased in a private
         transaction by a number of individual investors including at that time
         an officer and three directors of Repro-Med. This same group purchased
         400,000 shares from the estate of A. Zorgniotti in May 1998. These
         transactions were subject to the voting agreement and results in
         3,971,500 shares being classified as owned by Mr. Sealfon.

         (3) Includes 477,000 shares of Common Stock owned by six members of Mr.
         Spagnoli's family.

         (4) Mr. Spagnoli directly owns 10,000 shares of Repro-Med Convertible
         8% Preferred Stock. In fiscal 2001, Mr. Spagnoli received $4,000 in
         preferred stock dividends. The preferred stock can be redeemed for
         294,117 shares of Repro-Med common stock at $0.36 per share.
         Consequently, 294,117 shares are deemed beneficially owned by Mr.
         Spagnoli and included above.

         (5) Dr. Blumberg was issued 50,000 shares through an agreement between
         Princeton Research and Repro-Med Systems, Inc., which called for a
         total issue of 250,000 shares of stock in exchange for services
         rendered.

         (6) On March 1, 1995, the Board of Directors approved two incentive
         stock option programs for the benefit of key employees, directors, and
         officers of Repro-Med Systems, Inc. The two plans, termed the 1995
         Stock Option Plan and the 1995 Stock Option Plan For Non-Employee


                                       34
<PAGE>
         Directors (the "Option Plans"), provide options to purchase 5,000,000
         and 500,000 shares, respectively, of Repro-Med common stock. We have
         filed a Registration Statement with the Securities and Exchange
         Commission for the Option Plans. The Option Plans expire March 1, 2005.
         Options granted under the 1995 Stock Option Plan to full time employees
         and are intended as "incentive stock options" within the meaning of
         Section 422A of the Internal Revenue Code. On March 1, 1995, the Board
         of Directors granted options for 3,800,000 shares. On August 28, 1998
         the option price was reduced from $.15 to $.06 per share. The option
         price of $.06 per share was not less than the fair market value of the
         common stock on the date the price was reduced. The option price of
         $.066 cents per share was not less than 110% of the fair market value
         of the common stock on the date the price was reduced. As of March
         2001, the only options exercised under the plan were 200,000 options
         for Marion Howarth. (exercised May 2000).

         (7) Treasury  stock acquired by Repro-Med  Systems,  Inc. total cost as
         reflected on balance sheet for 2,275,000 shares of Common Stock is
         $142,000.

<TABLE>
<CAPTION>


                                                                                No. Shares & Earliest Date of
       Name                 Main Position               Price Per Share                  Exercise
       ----                 -------------               ---------------         -----------------------------
<S>                         <C>                         <C>                     <C>
       Sealfon, A.           President                          $0.066                  1,500,000, 3/1/95
       Baker, M.             Clinical Consultant                $0.060                    300,000, 3/1/95


       1995 Stock Option Plan for Non-Employee Directors:
       -------------------------------------------------
       Carlson, J.           Director                           $0.06                      20,000, 3/1/96
                                                                                           20,000, 3/1/97
                                                                                           20,000, 3/1/98
                                                                                           20,000, 3/1/99
                                                                                           20,000, 3/1/00

       Spagnoli, R.         Director                            $0.06                      20,000, 3/1/96
                                                                                           20,000, 3/1/97
                                                                                           20,000, 3/1/98
                                                                                           20,000, 3/1/99
                                                                                           20,000, 3/1/00
</TABLE>

         The above calculations give effect to purchase of shares exercisable
within 60 days of February 2001 under the terms of the Option Plans on these
issued options by each officer and director, and by all officers and directors
as a group. As of August 25, 2000, J. Carlson is no longer a Non-Employee
Director. Pursuant to the plan, Mr. Carlson is eligible to exercise his vested
options within one year of termination. If such options are not exercised within
that time they will be deemed cancelled.


Item 12.  Certain Relationships and Related Transactions

         In April 1986, Gamogen issued 699,200 shares of Common Stock to
Repro-Med for $41,779. On September 1, 1999, Repro-Med sold the investment and
purchased the operation of Gamogen and its subsidiary Gyneco, Inc. This ended
the affiliation with Gamogen. For the first six months of fiscal year 2000,
however, the operations of Gamogen were consolidated with Repro-Med.

                                       35
<PAGE>

         In 1993, Repro-Med designed some of its components around parts that
were used in its Gyneco operations. Commencing in fiscal 1993, Repro-Med
compensated Gyneco for the use of certain tooling, and for use of the design
patent. Gyneco was compensated with a 3% royalty on those OEM sales employing
parts relating to its tooling. For the RES-Q-VAC items using Gyneco tooling a 4%
royalty was paid. Payments to Gyneco from Repro-Med under this arrangement
totaled $11,728 in the fiscal year ended February 2000. With the acquisition of
Gyneco's operations this payment ceased.

         To reduce corporate travel expenses, we maintain and operate a
corporate aircraft. Since 1992, the aircraft has been leased from AMI Aviation.
Mr. Sealfon is a majority shareholder in AMI Aviation. The lease expenses paid
in 2001 were $20,000 versus $19,500 paid in 2000. We believe the AMI lease is on
terms competitive with those that could be obtained from unaffiliated third
parties.

         Messrs. Sealfon and Zorgniotti entered into a ten year voting agreement
June 30, 1992 pursuant to which they agreed on their behalf and on behalf of
their successors in interest to vote all the shares over which they then had
voting control when voting for the election of directors (or as directors when
filling vacancies in the board) for persons designated jointly by them with one
half or a majority (if there are an odd number of directors) of the designees to
be named by Mr. Sealfon and the remainder by Dr. Zorgniotti. The voting
agreement further provides for either of them to designate all directors or to
determine how all of the shares shall be voted on other matters requiring the
approval of stockholders, in the event of the death of the other. Dr. Zorgniotti
died July 7, 1994; therefore Mr. Sealfon has the exclusive right to vote all the
shares covered under the voting agreement.

                                     PART IV

Item 13.  Exhibits and Reports on Form 8-K

(a) Exhibits
(3) Articles of Incorporation and By-Laws

                  3(a)     -        Articles of Incorporation(1)

                  3(b)     -        By-Laws(2)
 (10)    Material Contracts:

                  10(c) Voting Agreement for Repro-Med Systems, Inc.
                        Common Stock between Andrew I. Sealfon and Dr. Adrian
                        Zorgniotti(3)
                  10(e) 1995 Stock Option Plan(5)
                  10(f) 1995 Stock Option Plan for Non-Employee Directors(5)
                  10(h) Sales Representative Agreement(7)
                  10(i) Termination Agreement(7)
         (21)     Subsidiary of Registrant:
                  NONE

(b)     Reports on Form 8-K:

No reports on Form 8-K have been filed by the Registrant during the last fiscal
year the period covered by this report.

                                       36
<PAGE>

(1)      Incorporated  by reference  from the  Registration  and Offering
         Statement of Repro-Med  Systems,  Inc.,  dated November 12, 1982.
(2)      Incorporated by reference from the Form 10-KSB Report of Repro-Med
         Systems, Inc., dated February 28, 1987.
(3)      Incorporated by reference from Form 10-KSB Report of Repro-Med Systems,
         Inc., dated February 29, 1993.
(5)      Incorporated by reference from Form 10-KSB Report of Repro-Med Systems,
         Inc., dated February 28, 1995.
(7)      Incorporated by reference from Form 10-QSB Report of Repro-Med Systems,
         Inc., dated November 30, 1998.











                                       37
<PAGE>




                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

REPRO-MED SYSTEMS, INC.

/s/ Andrew I. Sealfon
Andrew I. Sealfon, President
Dated:  May 29, 2001

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

/s/ Andrew I. Sealfon                                              May 29, 2001
-----------------------------
Andrew I. Sealfon, President,
Treasurer, Chairman of the Board, Director,
and Chief Executive Officer, Chief Financial Officer

/s/ Dr. Nathan Blumberg                                            May 29, 2001
-----------------------------
Dr. Nathan Blumberg, Director

/s/ Dr. Paul Mark Baker                                            May 29, 2001
-----------------------------
Dr. Paul Mark Baker, Director

/s/ Remo Spagnoli                                                  May 29, 2001
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Remo Spagnoli, Director






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