<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2001

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE TRANSITION PERIOD FROM ____ TO ____

                         COMMISSION FILE NUMBER 0-10696

                                LOGIMETRICS, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                 DELAWARE                                  11-2171701
      (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

  435 MORELAND ROAD, HAUPPAUGE, NEW YORK                      11788
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

                    ISSUER'S TELEPHONE NUMBER: (631) 231-1700

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

            SECURITIES REGISTERED PURSUANT SECTION 12(g) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (TITLE OF CLASS)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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: [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [X]

     State issuer's revenues for its most recent fiscal year: $2,413,423

     As of October 12, 2001, the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the
average bid and asked price of such common equity as of October 12, 2001 was
$7,865,857.

     State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date.

   Class of Common Equity            Outstanding at October 12, 2001
   ----------------------            -------------------------------
   Common Stock, par value                 171,276,858 shares
       $.01 per share

    TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES [ ] NO [X]

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                                LOGIMETRICS, INC.
                                   FORM 10-KSB
                            YEAR ENDED JUNE 30, 2001

                                      INDEX

                                     PART I

Item 1. Description of Business..............................................3

Item 2. Description of Property.............................................11

Item 3. Legal Proceedings...................................................11

Item 4. Submission of Matters to a Vote of Security Holders.................11

Item 5. Market for Common Equity and Related Stockholder Matters............12

Item 6. Management's Discussion and Analysis or Plan of Operation...........13

Item 7. Financial Statements................................................16

Item 8. Changes In and Disagreements With Accountants on Accounting and
          Financial Disclosure..............................................32

Item 9. Directors, Executive Officers, Promoters and Control Persons;
          Compliance With Section 16(a) of the Exchange Act.................32

Item 10. Executive Compensation.............................................35

Item 11. Security Ownership of Certain Beneficial Owners and Management.....38

Item 12. Certain Relationships and Related Transactions.....................39

Item 13. Exhibits and Reports on Form 8-K...................................41


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

     LogiMetrics, Inc., a Delaware corporation ("LogiMetrics" and together with
its wholly owned subsidiary, mmTech, Inc., the "Company"), designs, manufactures
and markets solid state, broadband wireless communications infrastructure
equipment, subsystems and modules that enable point-to-multipoint ("PMP") and
point-to-point ("PTP") terrestrial and satellite-based wireless
telecommunications services in frequency bands from 15 GigaHertz ("GHz") to 38
GHz. The Company's products allow telecommunications service providers to
provide reliable and cost-effective data, voice and video communications links
to their customers. The Company's products include solid-state power amplifiers,
hub transmitters, receivers and transceivers, active repeaters, cell-to-cell
relays, Internet access systems and other modules and subsystems.

     Prior to February 17, 2000, the Company also was engaged in the design,
manufacture and sale of a wide range of high-power amplifiers, including
traveling wave tube amplifiers and other peripheral transmission equipment for
industrial, commercial and military applications at its Bohemia, New York
facility (the "New York Business"). On July 10, 2000, L-3 Communications
Corporation ("L-3") purchased 92.1 million shares, or 53.5% of the Company's
common stock, par value $0.01 per share (the "Common Stock"). See "Transaction
With L-3 Communications Corporation." The Company disposed of the New York
Business during fiscal year 2000. The New York Business is reported as a
discontinued operation for all periods presented in this Annual Report on Form
10-KSB. The consolidated statements of operations, cash flows, and related notes
to consolidated financial statements have been restated to conform to the
discontinued operations presentation. See Item 7. Financial Statements.

     The Company was incorporated in December 1968 as a Delaware corporation.
The Company's headquarters are located at 435 Moreland Road, Hauppauge, New York
11788. The Company's telephone number is (631) 231-1700.

BROADBAND WIRELESS TELECOMMUNICATIONS

     Introduction

     The proliferation of the Internet, local area networks ("LANs"), corporate
extranets and home computers has spurred higher demand for increased bandwidth
to speed the flow of information to homes, businesses and educational,
governmental and other institutions. Companies seeking to provide broadband
communication services, including large regional telecommunications companies,
alternative carriers and foreign service providers, confront the difficulty of
getting those services to their customers (the so-called "first mile/last mile"
problem). The Company believes that broadband wireless telecommunications offer
the speed and capacity to provide a high-speed, reliable connection from a
customer to a service provider network at a cost that is advantageous compared
to existing alternatives.

     Market Opportunity

     The market for broadband wireless communications equipment is large and
growing. A report on fixed wireless access by the ARC Group projects that by
2005, fixed wireless deployments to both households and business premises will
reach 28 million. The report also projects annual fixed wireless access
worldwide service revenues at $42 billion. Additionally, the Company believes
that service providers, in order to remain competitive and establish product
differentiation, will increasingly "bundle" their services, offering integrated
data, voice, and video packages to consumers. Industry participants generally
agree that such service bundling will require broadband access and deployment of
additional broadband wireless telecommunications equipment.

     Company Expertise

     Since 1994, the Company has manufactured high frequency amplifiers and
other broadband wireless equipment used in a wide range of frequencies.
Currently, the Company focuses on equipment operating in frequency ranges
between 15 GHz and 38 GHz, where the Company believes its experience in
designing and building high frequency transmission and receiving equipment
provides it with a competitive advantage. The Company believes that this
experience enables it to design and manufacture products that, in many cases,
can be used to support more than one method to implement first mile/last mile
access.

     Broadband Wireless Technology

     The Company believes that broadband wireless technology can effectively
bridge the access gap between service provider networks and corporate extranets,
LANs and personal computers (the so called "first mile/last mile" problem).
Currently, this access gap is filled primarily by dial-up or cable modems or
xDSL products. Broadband wireless technology provides a flexible, economical and
reliable source of broadband communications capability in the "local loop." The
Company believes that this technology, which is scaleable and modular in nature,
provides significant cost advantages in many installations compared to wired
infrastructure. Broadband wireless transmission techniques include (i) PMP
systems, in which data is transmitted from multiple users to a single base
station, (ii) PTP systems, in which data is transmitted by a single user to a
single base station, and (iii) satellite transmission, in which data is uplinked
and downlinked from multiple users.

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     Frequency spectrum has been allocated for broadband wireless services in
many areas of the world, including the United States and Canada, as well as
countries in Asia and Europe. Although there is some overlap, the frequencies
designated for broadband wireless services vary from country to country. The
Company believes this frequency variation will encourage broadband wireless
system integrators to outsource millimeter wave subsystems and modules to
specialized equipment suppliers, such as the Company, and that its experience in
supplying equipment in a wide range of frequencies makes the Company
particularly well suited to provide equipment to those customers.

     Competing Technologies

     A number of other technologies are currently used by service providers to
deliver broadband telecommunications products to customers. These technologies
include asymmetric digital subscriber lines ("ADSL"), cable modems and fiber
optic cable.

     ADSL: ADSL, the most widely used xDSL, provides varying data rates, both
downstream and upstream, to customers using the existing telephone company's
twisted pair copper wires. While ADSL has become a widely implemented choice for
home and small business users wanting broadband capability because it uses
existing telephone lines, ADSL service is currently limited by technical
requirements that require the customer to be within a specific distance from a
service provider's central office.

     CABLE MODEMS: Cable modems also are a popular choice for home users because
most homes are already wired with coaxial cable. However, cable modems are not
typically utilized by corporate customers. Further, service availability varies
from location to location and service providers must incur significant costs in
making service available in new areas. In addition, cable modems typically
provide upstream speeds that are significantly slower compared to downstream
speeds. Cable modems also use a "shared pipe" through which multiple users send
and receive data and television signals simultaneously. As a result, data
transfer rates can vary dramatically, depending on the usage of other customers
and can slow dramatically during periods of heavy usage. In addition, the
"shared pipe" creates potential security issues for users wishing to maintain
the confidentiality of their data.

     FIBER-TO-THE CURB: The use of fiber optic cable direct to the user also is
used to facilitate broadband communications. However, installation is expensive
and currently is cost-effective only for heavy business users.

BASIC MICROWAVE TECHNOLOGY

     Generally, microwaves are defined as radio waves with frequencies of 1 GHz
and above, and derive their name from the small size of their wavelengths. All
radio waves carry information in proportion to their frequency. Because
microwaves have very high frequencies, they are able to carry large amounts of
information, making them well suited for telecommunications applications.
Microwaves also travel shorter distances than lower frequency waves, allowing
service providers to increase system capacity by reusing frequencies.

     Microwave communications systems encode information and send it over the
airwaves to the desired destination where the information is decoded and used in
audio, visual, or computerized form. Terrestrial microwave communications
systems transmit information, using analog or digitally modulated signals, to a
receiver and can either be point-to-point (linking one microwave site to
another) or point-to-multipoint (linking one microwave site to multiple
microwave sites). Satellite systems utilize the uplink and downlink capabilities
of a satellite to transmit signals to and from multiple customers.

     Terrestrial microwave radio systems have large capacities compared to lower
frequency systems. Capacity refers to the data rate that can be transmitted at
one time and for digital microwave systems is usually measured in bits per
second (bps or bit/s), kilobits per second ("Kbps") or megabits per second
("Mbps"). Typically, PTP digital microwave radios operate with data rates from
64 Kbps up to 155 Mbps or higher. Low-capacity to medium-capacity systems (up to
45 Mbps) are very common and are used for a variety of applications, while
high-capacity systems (140 Mbps to 155 Mbps) are primarily used by common
carriers for long-haul, backbone network applications. PMP systems typically
operate with considerably higher capacity that is shared by a number of users.
There is greater variation in the transmission capacity of satellite
communication systems depending on the purpose and configuration of a particular
system. However, satellite data transfer rates are typically similar to those
for terrestrial systems.

PRODUCTS

     The Company produces equipment that is used to implement broadband wireless
services operating in the millimeter wave frequency spectrum. These services
include both terrestrial and Ka-band satellite applications.

     The Company's products include transmitters, receivers and radios. In
addition, the Company manufactures and sells modules and subsystems, such as
amplifiers, mixers, filters, upconverters and downconverters. In many cases,
these products are designed by the Company to meet the requirements of a
specific customer, and are generally sold to system integrators. For example,
the Company has developed a family of radios and transceivers that meet the
system performance requirements of specific terrestrial PMP systems, and has
developed high power amplifiers that are required for Ka-band satellite very
small aperture terminal system upconverters. Many of these products are capable
of being readily adapted for use in a variety of systems.

     The Company also manufactures and sells "after market" directly to service
providers. For example, the Company sells a series of repeaters for use in
overcoming line of sight problems encountered by high frequency systems. The
repeater acts as a "beam bender" by re-

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transmitting the signal to allow the service provider to supply service to
customers beyond the line of sight capability of a particular transmitter
without the cost of adding additional base stations. A repeater may also be used
as a "cell extender" to reach customers that are beyond the range of a base
station's coverage pattern. This often occurs when a base station is installed
in the middle of a metropolitan area and potential prime customers with high
bandwidth usage requirements, such as industrial plants, are located in areas
outside the metropolitan area and beyond the range of the base station. A
partial list of the Company's broadband wireless products follows:

     RADIOS
     ------

     -   Base station radios for PMP applications in frequency bands from 24 GHz
         to 38 GHz transmit and receive data and voice directly through wireless
         connection to many subscribers from a single point

     -   PTP radios for high capacity applications link a single customer
         needing high bandwidth to a data network

     MILLIMETER WAVE AMPLIFIERS
     --------------------------

     -   Low noise and high power amplifiers (up to 10 Watts) increase signal
         power levels

     MILLIMETER WAVE FILTERS
     -----------------------

     -   Filters control the frequency of various signals within a system

     ACTIVE REPEATERS
     ----------------

     -   Repeaters transmit PMP system signals around obstacles and act as cell
         extenders to increase the capacity of a cell without the expense of
         additional radios

     ANTENNAS
     --------

     -   Antennas transmit and receive high frequency signals

     UPCONVERTERS, DOWNCONVERTERS AND OTHER SUBASSEMBLIES
     ----------------------------------------------------

     -   Components process and reconfigure signal characteristics for specific
         applications

SALES, MARKETING AND DISTRIBUTION

     During the fiscal year ended June 30, 2001, the Company marketed its
products to system integrators, service providers and industrial and
governmental entities, both domestically and internationally, predominantly
through a direct sales organization. As a result of the transaction with L-3
described below, the Company has recently expanded its sales representative
network from two to seven organizations, and has structured an arrangement with
Narda Microwave (an L-3 division) to utilize its internal marketing group to
help manage the expanded organization.

CUSTOMERS

     The Company's customers include system integrators that assemble complete
communications systems for service providers, alternative and foreign service
providers that build and operate broadband wireless telecommunications networks
and universities that purchase small quantities of specially designed millimeter
wave components or subsystems for scientific experiments. In addition, the
Company supplies Ka-band satellite modules and subassemblies to the United
States government and several satellite system integrators. The Company also
supplies systems for niche applications.

BACKLOG

     The Company measures its backlog as orders for which contracts or purchase
orders have been signed but that have not yet been shipped and for which
revenues have not yet been recognized. The Company includes in its backlog only
those customer orders that are scheduled for delivery within the next 18 months.
The Company typically ships its products within six months of receiving an
order. At June 30, 2001, the Company had a $3.5 million backlog of orders for
its equipment. The Company expects that substantially all of such backlog will
be shipped during the fiscal year ending June 30, 2002. Any failure by the
Company to meet an agreed-upon schedule could lead to the cancellation of the
related order. All orders are subject to cancellation or delay by the customer
and, accordingly, there can be no assurance that such backlog will eventually
result in revenues.


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MANUFACTURING AND ASSEMBLY

     Currently, the Company has a manufacturing and assembly facility in
Eatontown, New Jersey.

     The Company purchases a majority of the components used in its products
from third-party suppliers. Where appropriate, the Company purchases and
utilizes common components to optimize design and build cycles and enhance
manufacturing flexibility. The Company inspects all direct materials purchased
for quality, groups the components into kits by production order and then either
releases these kits for internal manufacturing or ships the kits to its
subcontractors for assembly.

     Although many of the basic components used in the Company's products, such
as circuit boards, resistors, capacitors and other similar components are
readily available from a number of sources, the Company typically purchases such
components from single suppliers to take advantage of available volume
discounts. However, the Company has established multiple supply sources for
critical components used in the Company's products. A limited number of
components and sub-assemblies are manufactured for the Company pursuant to the
Company's proprietary specifications, but the Company does not believe it is
dependent on any single source for these items. The Company does not have any
long-term supply arrangements.

     The Company inspects and tests its products during the manufacturing and
assembly processes and tests finished products using internally developed
procedures. The Company typically works with its customers to develop its test
procedures to ensure that both the product attributes and methods used for
qualification are mutual. The Company's quality inspection and testing employs
"best practices" throughout the process to ensure the quality of the Company's
products. The Company utilizes customized testing equipment to facilitate its
assembly operations and quality programs, and believes that its practice of
conducting all testing and calibration internally has contributed to the
reliability of its products.

     Historically, the Company has manufactured its products internally and
expects to continue to manufacture specialty components and small orders.
However, the Company is working with Narda Microwave to develop manufacturing
processes and procedures that will enable the Company to outsource the
manufacturing of certain of its products. The Company believes that outsourcing
will enable the Company to scale up its manufacturing capability without
incurring the capital costs necessary to increase its internal manufacturing
capacity.

RESEARCH AND DEVELOPMENT

     The Company has an ongoing development program to enhance its existing
products and to introduce new products. The Company invested $1.2 million in
each of the fiscal years ended June 30, 2001 and 2000 in development efforts.
The Company's development activities have focused, and in the future will focus,
on evolving its initial development and production of broadband wireless
equipment to subsystems that are increasingly integrated.

COMPETITION

     The Company's competitors fall into two general categories: entities that
build subsystems for system integrators, and module manufacturers that produce
and sell "high value-added" modules, such as solid-state amplifiers and
peripheral equipment. Subsystem and module manufacturers with whom the Company
competes include companies such as Remec, Inc., Endwave Corp. and Quinstar
Technology, Inc. A number of the Company's competitors have significantly
greater financial, marketing and other resources than the Company. The Company
does not believe that the large system integrators with which it deals currently
intend to manufacture modules and subsystems, although no assurances can be
given in that regard.

     The Company believes that principal competitive factors in the broadband
wireless equipment market include performance, delivery, price and reliability.
The Company believes that its experience in manufacturing equipment over a broad
frequency spectrum, and the field performance of its equipment, gives it a
competitive advantage in manufacturing both subsystems and "high value added"
modules.

GOVERNMENT REGULATION

     The Company's products are used in wireless communications systems that are
subject to regulation domestically by the Federal Communications Commission (the
"FCC") and internationally by other government agencies. The worldwide demand
for broadband wireless telecommunications services has resulted in the FCC and
other international regulators designating frequency spectrum for the provision
of such services. In many cases, service providers have paid significant amounts
for spectrum licenses. As a condition to the granting of those licenses, the FCC
and other regulators have, in certain instances, required licensees to provide
meaningful levels of service within a specified period of time. The designation
of spectrum, the need for licensees to recoup the investment in their licenses,
and the requirement that licensees provide services under their licenses have
resulted in an increased demand for high capacity broadband wireless
telecommunications equipment, such as that sold by the Company.

     Although system operators (and not equipment manufacturers such as the
Company) are typically responsible for compliance with government regulations,
regulatory changes, including changes in the allocation of available frequency
spectrum, could have a material adverse effect on the Company's business,
financial condition and results of operations by restricting development efforts
by the Company's customers, making current products obsolete or increasing the
opportunity for additional competition. In addition, the increasing demand for
broadband wireless telecommunications services has required the FCC and other
regulatory bodies to adopt uniform standards for those

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services, generally following extensive investigation of and deliberation over
competing technologies. The delays inherent in this process have in the past
caused and may in the future cause the cancellation, postponement or
rescheduling of equipment purchases and system installations by customers.

TRADEMARKS, PATENTS AND COPYRIGHTS

     The Company relies on technological innovations, trade secrets and
expertise to develop and maintain its competitive position, and upon
confidentiality procedures, common law remedies and contractual provisions to
protect its proprietary rights. The Company does not own any patents or
trademarks relating to the technology and expertise involved in the assembly,
calibration and testing of its products. The basic technology used in the design
and manufacture of these products is not proprietary to the Company and is
available in the public domain. However, the Company believes that the knowledge
it has developed with respect to such products is proprietary and cannot be
readily duplicated by its competitors. Further, the Company believes that
certain of the subsystem architectures it has developed may benefit from some
form of intellectual property protection. There can be no assurance, however,
that patent protection is available for this technology or, if patents do issue,
that the claims allowed will be sufficiently broad to protect the Company's
proprietary rights or provide any competitive advantage. In addition, there can
be no assurance that subsequently issued patents or pending applications, if
any, will not be challenged or circumvented by competitors, or that rights later
granted will provide any competitive advantage to the Company.

     The Company's success will depend in part on its ability to protect its
technology and preserve its trade secrets through common law and contractual
restrictions. There can be no assurance that measures taken to preserve trade
secrets will be adequate to prevent misappropriation of its technology, or that
competitors will not be able to develop independently technologies having
similar or better functions or performance characteristics. In addition, the
laws of some foreign countries do not protect the Company's proprietary rights
to the same extent as do the laws of the United States. There can be no
assurance that the Company will have adequate legal remedy to prevent or seek
redress for future misappropriation of the Company's technology.

EMPLOYEES

     As of June 30, 2001, the Company had 40 full-time employees, of whom 19
were engaged in manufacturing, 14 were engaged in product development activities
and 7 were engaged in sales, service and general administration. None of the
Company's employees are represented by a union, and the Company considers its
relationship with its employees to be satisfactory.

TRANSACTION WITH L-3 COMMUNICATIONS CORPORATION

     In July 2000, the Company and L-3 entered into a Purchase Agreement, dated
July 10, 2000 (the "Purchase Agreement"), pursuant to which, among other things,
L-3 purchased 92.1 million shares (the "L-3 Shares"), or 53.5%, of the Company's
Common Stock, for an aggregate purchase price of $15.0 million.

     Under the Purchase Agreement, L-3 agreed, subject to the satisfaction of
certain conditions, to purchase up to an additional 3.3 million shares of Common
Stock (the "Additional Shares") for $5.0 million. As of June 30, 2001, L-3 had
acquired 1.3 million Additional Shares for an aggregate purchase price of $2.0
million. Subsequent to June 30, 2001, L-3 acquired an incremental 1.4 million
Additional Shares for an aggregate purchase price of $2.2 million.

     Pursuant to the terms of the Purchase Agreement, the Company granted to L-3
an option (the "L-3 Option") to acquire up to 5.6 million shares of Common Stock
at an exercise price of $0.54 per share (subject to adjustment in certain
circumstances). The L-3 Option is exercisable upon the purchase of all of the
Additional Shares and expires ten years from the date of grant.

     In the Purchase Agreement, L-3 granted to the Company the option,
exercisable by a majority of the entire Board of Directors of the Company, to
cause L-3 to transfer without further consideration certain technology and other
assets to the Company in connection with a Public Offering (as defined in the
Purchase Agreement) upon the satisfaction of certain conditions. Pursuant to the
Purchase Agreement, L-3 may, in its sole discretion, provide administration and
other services and equipment (including team services, support services,
facilities, tools and equipment) to the Company. L-3 has the right to bill the
Company for such services and equipment at cost, including direct labor, direct
material, other direct charges and expenses and overhead (including a corporate
expense allocation charge equal to 1.5% of the Company's consolidated sales).
During the fiscal year ended June 30, 2001, L-3 did not charge the Company for
such services and equipment.

     Under the Purchase Agreement, the Company may not, without the approval of
either (i) those holders of Common Stock (excluding L-3, entities controlled,
directly or indirectly, by L-3 and executive officers (within the meaning of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") of L-3)) (the
"Minority Stockholders") that represent not less than a majority of the
outstanding Common Stock held by all such holders (a "Special Stockholder
Majority") or (ii) a majority of the directors elected by certain security
holders of the Company, effect the following extraordinary transactions: (A)
certain mergers, consolidations or share exchanges, (B) the sale of all or
substantially all of its assets in one transaction or a series of related
transactions, (C) the seeking of protection under applicable bankruptcy and
insolvency laws, (D) the issuance, offer or sale of any shares of its capital
stock or securities exercisable for, convertible into or otherwise giving the
holder the right to obtain shares of capital stock (other than the issuance of
shares and options pursuant to the Purchase Agreement, shares issuable upon the
exercise or conversion of outstanding securities, the granting of certain
options and rights to purchase Common Stock contemplated by the Purchase
Agreement and shares of Common Stock issuable upon the exercise of such options
and rights), (E) the amendment of its certificate of incorporation or by-laws if
the terms of such amendment would conflict with the terms of the Purchase
Agreement and the transactions contemplated thereby or would materially and
adversely affect the rights of the Minority Stockholders, (F) the amendment or
modification of any

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of the provisions of the documents relating to the Purchase Agreement, (G) the
entering into a Rule 13e-3 transaction (as defined in Rule 13e-3 promulgated
under the Exchange Act), or (H) the entering into, assumption or becoming bound
by any agreement, instrument or understanding to do any of the foregoing or
otherwise attempt to do any of the foregoing. In addition, L-3 agreed not to
sell to a non-affiliated third party more than 53.3% of the L-3 Shares prior to
December 31, 2001. The directors appointed by certain institutional shareholders
of the Company (the "Existing Holders") have the right to enforce the provisions
of the Purchase Agreement and to otherwise act on behalf of the Company with
respect to the Purchase Agreement and the other documents relating thereto.
These provisions expire upon the earlier of (i) the consummation of a Public
Offering and (ii) the date upon which the Existing Holders collectively cease to
own at least 10% of the outstanding Common Stock (as determined pursuant to the
provisions of the Purchase Agreement).

     In connection with the L-3 investment, the holders of approximately $11.3
million of indebtedness, the holders of the Company's previously issued
preferred stock and the holders of certain warrants exchanged their securities
for an aggregate of 45.2 million shares of Common Stock. Any gain associated
with the conversion of the indebtedness is treated as a dividend and charged to
accumulated deficit. See Item 7. Financial Statements.

     The transactions described above are collectively referred to as the
"Transaction." Additional terms of the Transaction are described in Item 5.
Market for Common Equity and Related Stockholder Matters -- Recent Sales of
Unregistered Securities; Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16 (a) of the Exchange Act -- Right to
Designate Directors; Item 10. Executive Compensation -- Employment Agreements
and Compensation Arrangements and -- Transaction Option Grants and Item 12.
Certain Relationships and Related Party Transactions -- Stockholders Agreement
and -- Registration Rights Agreement.

RISK FACTORS

     History of Losses; Cash Constraints

     The Company sustained net losses of $4.1 million and $17.3 million for the
fiscal years ended June 30, 2001 and 2000, respectively, and had an accumulated
deficit of $35.5 million at June 30, 2001. In addition, the Company used $6.9
million and $3.7 million of cash in continuing operations during the fiscal
years ended June 30, 2001 and 2000, respectively, as a result of the Company's
net losses and the need for working capital. At June 30, 2001, the Company had
cash of $170,000. The Company's history of losses and its failure to generate
positive operating cash flow or to maintain other sources of working capital
have resulted in significant cash shortages from time to time. There can be no
assurance that the Company will ultimately be able to achieve or sustain
profitable operations. If the Company is unable to generate sufficient cash from
its operations or other sources, the Company may not be able to achieve its
growth objectives. As a result of the Company's history of losses and inability
to generate sufficient cash flow to satisfy its need for working capital, the
Company's business has been subjected to certain additional risks, including
supply and manufacturing disruptions, limitations on its research and
development activities, and the inability to exploit fully market opportunities.
While the Company has attempted to address its liquidity needs through, among
other things, the sale of stock to L-3, the Company has continued to record
losses and has failed to generate sufficient cash to fund its cash flow needs.

     Effects of Adverse Conditions in the Telecommunications Services Market

     Telecommunications service providers, including potential end users of the
Company's products, have experienced capital shortages and other adverse market
conditions as a result of factors such as slower economic growth, increased
competition, lack of capital required for system build-outs, aggressive spending
on equipment in prior periods and slower than expected growth in the demand for
telecommunications services, including wireless broadband services offered by
end users of the Company's products. As a result, many purchasers of
telecommunications equipment have significantly reduced their capital
expenditure expectations. In addition, a number of telecommunications service
providers have been acquired or have ceased operations as a result of these
adverse market conditions. The Company expects that consolidation in the
telecommunications services market will continue, resulting in a reduction in
the number of potential purchasers of the Company's products. In addition, as a
result of adverse market conditions, suppliers of telecommunications equipment
and services, including large system integrators, have limited vendor financing
previously made available for the purchase of equipment. The persistence of
adverse market conditions in the telecommunications services market could have a
material adverse effect on the Company's business, financial condition and
result of operations.

     Dependence on Emerging Broadband Wireless Market

     The broadband wireless marketplace is a recently created market,
characterized by rapid technological change and significant and frequently
unanticipated shifts in customer preferences. Much of the future growth in the
Company's business is expected to come from the sale of new and existing
products to customers for use in the broadband wireless market and the Company's
future profitability is substantially dependent on the Company's ability to
market such equipment successfully. There can be no assurance that the broadband
wireless market will grow as the Company anticipates or that the Company will be
able to capitalize on any market development that does occur. Similarly, there
can be no assurance that any markets that do develop will be sustained.

     Consequences of Technological Change

     The markets in which the Company competes are characterized by rapid and
significant technological change. The ability of the Company to compete
successfully in such markets will depend, in large part, on its ability to
develop or obtain advanced technologies, maintain a technically competent staff,
and to adapt to future technological changes and advances. There can be no
assurance that the Company will be able

                                       8
<PAGE>

to keep pace with the technological demands of the marketplace. In the event
that the Company is unable to keep pace with the technological demands of the
marketplace, the Company's business, results of operations, and financial
condition would be materially and adversely affected.

     Dependence on New Product Development; Technological Advancement

     The Company's success is dependent upon its ability to continue to enhance
its existing products and to develop and introduce in a timely manner new
products that incorporate technological advances, keep pace with evolving
industry standards and respond to changing customer requirements. If the Company
is unable to develop and introduce new products or enhancements in a timely
manner in response to changing market conditions or customer requirements, the
Company's business, financial condition and results of operations would be
materially and adversely affected.

     In addition, from time to time the Company or its present or potential
competitors may introduce new products, capabilities or technologies that have
the potential to replace, shorten the life spans of, or render obsolete the
Company's existing products. There can be no assurance that the Company will be
successful in convincing potential customers that its products are superior to
such other systems or products, that new products with comparable or greater
performance and lower prices will not be introduced, or that, if such products
are introduced, customers will not delay or cancel existing or future orders for
the Company's products. Announcements of currently planned or other new products
may cause customers to delay their purchasing decisions in anticipation of such
products. Such delays could have a material adverse effect on the Company's
business, financial condition and results of operations.

     Dependence on Large Orders; Customer Concentrations

     The Company's revenues have principally consisted, and the Company believes
its revenues in future periods may consist, of orders for equipment from a
limited number of customers. During fiscal 2001 and 2000, approximately 53% and
60%, respectively, of the Company's consolidated revenues came from product
sales to one customer. In addition, in fiscal 2001, 39% of the Company's
consolidated revenues came from sales of radios and related products to another
customer. While the number and identity of the Company's customers may vary from
period to period, large orders from customers will continue to account for a
substantial portion of the Company's revenues for the foreseeable future. There
can be no assurance that the Company will obtain such orders on a consistent
basis. The Company's inability to obtain sufficient large orders or to expand
its customer base could have a material adverse effect on the Company's
business, financial condition and results of operations.

     Dependence on Sales of Securities; Need for Additional Financing; Liquidity
Risks

     Because of the Company's history of losses, the Company has not generated
sufficient cash to meet all of the Company's working capital requirements. As a
result, the Company has been dependent on private sales of its debt and equity
securities to finance its working capital requirements. To the extent that the
Company is unable to meet its working capital requirements by generating
positive cash flow from operations, the Company intends to continue to fund a
portion of its working capital requirements through the public or private sale
of its securities. There can be no assurance that the Company can continue to
finance its operations through the sale of securities or as to the terms of any
such sales that may occur in the future. Further, the terms of any debt
financing may contain restrictive covenants that significantly restrict the
Company's ability to take certain actions. If the Company is unable to generate
sufficient cash from its operations or other sources, the Company may not be
able to achieve its growth objectives.

     Fluctuations in Operating Results

     The Company's past operating results have been, and its future operating
results will be, subject to fluctuations resulting from a number of factors,
including: the timing and size of orders from, and shipments to, major
customers; budgeting and purchasing cycles of its customers; delays in product
shipments caused by customer requirements or the inability of customers to
accept shipments; the timing of enhancements to the Company's products or new
products introduced by the Company or its competitors; changes in pricing
policies by the Company, its competitors or suppliers, including possible
decreases in average selling prices of the Company's products in response to
competitive pressures; the proportion of revenues derived from competitive bid
processes; the mix between sales to domestic and international customers; market
acceptance of enhanced versions of the Company's products; the availability and
cost of key components; the availability of manufacturing capacity; and
fluctuations in general economic conditions. The Company also may choose to
reduce prices or to increase spending in response to competition or to pursue
new market opportunities, all of which may have a material adverse effect on the
Company's business, financial condition and results of operations. The Company's
revenues in any period are derived from sales of equipment and are generally
recognized upon shipment. As a result, variations in the number of orders or the
timing of shipments may cause the Company's quarterly and annual operating
results to vary substantially.

     Competition

     The Company's competitors fall into two general categories: entities that
build subsystems for system integrators, and module manufacturers that produce
and sell "high value-added" modules, such as solid-state amplifiers and
peripheral equipment. Subsystem and module manufacturers with whom the Company
competes include companies such as Remec, Inc., Endwave Corp. and Quinstar
Technology, Inc. A number of the Company's competitors have significantly
greater financial, marketing and other resources than the Company. The Company
does not believe that the large system integrators with which it deals currently
intend to manufacture modules and subsystems, although no assurances can be
given in that regard. There can be no assurance that the Company will be able to

                                       9
<PAGE>

compete successfully with its competitors or be able to compete with new market
entrants or in new markets that may develop. The failure of the Company to
successfully compete in its markets would have a material adverse effect on the
Company's business, financial condition and results of operations.

     Limited Proprietary Technology

     The Company regards certain of its technology as proprietary and relies on
a combination of trade secret, copyright and trademark laws, license agreements,
nondisclosure and other contractual provisions, technical measures and other
methods to protect its proprietary rights in its products. There can be no
assurance that these protections will be adequate to protect its proprietary
rights or that the Company's competitors will not independently develop products
that are substantially equivalent or superior to the Company's products. In
addition, the laws of certain countries in which the Company's products are or
may be sold do not protect the Company's products and intellectual property
rights to the same extent as the laws of the United States. Although the Company
believes that its products, trademarks and other proprietary rights do not
infringe upon the proprietary rights of third parties, there can be no assurance
that third parties will not assert infringement claims against the Company.

     International Business; Risk of Change in Foreign Regulations; Fluctuations
     in Exchange Rates

     From time to time, the Company markets its products to customers outside of
the U.S. and, accordingly, is exposed to the risks of international business
operations, including unexpected changes in foreign and domestic regulatory
requirements, possible foreign currency controls, uncertain ability to protect
and utilize its intellectual property in foreign jurisdictions, currency
exchange rate fluctuations or devaluations, tariffs or other barriers,
difficulties in obtaining and managing vendors and distributors and potentially
negative tax consequences. International sales are subject to certain inherent
risks including embargoes and other trade barriers, maintaining an international
sales distribution network and collecting accounts receivable. The Company is
also subject to risks associated with regulations relating to the import and
export of high technology products. The Company cannot predict whether quotas,
duties, taxes or other charges or restrictions upon the importation or
exportation of the Company's products in the future will be implemented by the
U.S. or any other country. There can be no assurance that any of these factors
will not have a material adverse effect on the Company's business, financial
condition and results of operations.

     Although all of the Company's sales are denominated in U.S. dollars,
fluctuations in currency exchange rates could cause the Company's products to
become relatively more expensive to customers in a particular country, leading
to fewer sales or reduced selling prices in that country which could adversely
affect the Company's profitability. As a result, the Company is exposed to a
certain degree of exchange rate risk. There can be no assurance that the Company
will not experience material losses in the future as a result of currency
fluctuations or that any such losses will not have a material adverse effect on
the Company's business, financial condition and results of operations.

     Dependence on Limited Number of Suppliers

     Certain key components used in the Company's products have been designed by
the Company to its specifications and are currently purchased from a limited
number of suppliers. The Company currently does not have long-term agreements
with these suppliers. Moreover, in view of the high cost of many of these
components, the Company does not maintain significant inventories of some
necessary components. If the Company's suppliers were to experience financial,
operational, production or quality assurance difficulties, the supply of
components to the Company could be reduced or interrupted. In the event that a
supplier were to cease operations, discontinue production of a component or
withhold supply for any reason, the Company might be unable to acquire certain
components from alternative sources, to find alternative third-party
manufacturers or sub-assemblers, or obtain sufficient quantities of certain
components, which could result in delays or interruptions in product shipments,
and could have a material adverse effect on the Company's business, financial
condition and results of operations.

     Retention of and Dependence on Key Personnel

     The Company's success will depend, in part, on its ability to retain the
services of its key personnel, including management and technical employees, who
are and will continue to be instrumental in the development and management of
the Company's business. Although the Company has entered into employment
agreements with certain of its senior executives, the loss of the services of
one or more of the Company's key employees could have a material adverse effect
on the Company.

     Warranty Claims

     The Company generally provides a one-year parts and labor warranty on its
products. There can be no assurance that warranty claims will not increase as
the Company's sales increase, or as a result of other factors. Increased
warranty claims could have a material adverse effect on the Company's business,
financial condition and results of operations.

     Potential Product Liability Insurance Limits

     The Company currently maintains product liability insurance in the amount
of $3.0 million per occurrence. The Company's insurance policy covers certain
claims and the cost of legal fees involved in the defense of such claims, which
are either covered under the policy or alleged in such a manner so as to invoke
the insurer's duty to defend the Company. The Company believes that, as it
distributes more products into the marketplace and expands its product lines,
its exposure to potential product liability claims and litigation may increase.
While the Company periodically reviews all insurance coverage limits, there can
be no assurance that the Company's current level of insurance will be sufficient
to protect the business and assets of the Company from all claims, nor can any
assurance be given that the Company will be able to maintain its

                                       10
<PAGE>

existing coverage or obtain additional coverage at commercially reasonable
rates. Product liability losses in excess of insurance coverage could have a
material adverse effect on the Company's business, financial condition and
results of operations.

     Shares Eligible For Future Sale

     As described under Item 12. Certain Relationships and Related Transactions
-- Registration Rights Agreement, L-3 has the right to require the Company to
register the shares of Common Stock acquired by L-3 for resale. In addition, the
Existing Holders have the right to require the Company to register for resale
the shares of Common Stock held by them. At June 30, 2001, the Company also was
obligated to register for resale additional shares of Common Stock issuable upon
the exercise of outstanding options. Pursuant to Rule 144(k), a significant
number of shares held by the Existing Holders are eligible for resale without
regard to the information, volume, and manner of sale restrictions imposed by
Rule 144. Further, a significant number of shares of Common Stock will become
available for resale under Rule 144 once the Company becomes current in its
Exchange Act reporting requirements. The Company cannot predict the effect, if
any, that sales of additional shares of Common Stock or the availability of
shares for future sale will have on the market price of the Common Stock. Sales
in the public market of substantial amounts of Common Stock (including shares
issued upon the exercise of outstanding options), or the perception that such
sales might occur, could adversely affect prevailing market prices for the
Common Stock. Such sales also may make it more difficult for the Company to sell
equity securities or equity related securities in the future at a time and price
that the Company deems appropriate.

ITEM 2. DESCRIPTION OF PROPERTY

     At June 30, 2001, the Company did not own any real property and conducted
its operations at the following leased premises:

<TABLE>
<CAPTION>
                                                                              APPROXIMATE
                                                                              SQUARE              ANNUAL             LEASE
LOCATION                       DESCRIPTION OF FACILITY                        FOOTAGE             LEASE COST         EXPIRATION
--------                       -----------------------                        -------             ----------         ----------
<S>                            <C>                                            <C>                 <C>               <C>
435 Moreland Road (1)
Hauppauge, New York 11788      Corporate headquarters                         N/A                 N/A                N/A

611 Industrial Way West        Manufacturing and assembly,  sales,
Eatontown, New Jersey 07724    customer  support,   administration            36,500              $206,000           12/31/03
                               and customer support, administration and
                               research and development

50 Orville Drive (2)
Bohemia, New York 11716        Former manufacturing facility                  14,000              $156,000           7/31/04
</TABLE>

     (1) The Company's headquarters are located at this L-3 facility. The
         Company does not currently pay rent for the use of this facility.

     (2) This facility is currently unoccupied, and the Company is endeavoring
         to sublet the space.

     The Company believes that its existing facilities are in good condition
(ordinary wear and tear excepted) and will be sufficient to meet the Company's
needs for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

     From time to time, the Company is subject to routine claims incidental to
the operation of its business. Management believes that none of such litigation
will have a material adverse effect upon the Company's results of operations or
financial condition.

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

     Not applicable.


                                       11

<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Market Information

     The Company's Common Stock is traded in the over-the-counter market under
the symbol "LGMTA." Prior to January 2000, the Company's Common Stock was quoted
on the OTC Bulletin Board. Effective in January 2000, the OTC Bulletin Board
ceased reporting quotations on the Common Stock. Trading in the Common Stock is
currently conducted in the over-the-counter market in the "pink sheets." The
following table sets forth, for the periods indicated, the high and low bid
quotations for the Common Stock as reported by the OTC Bulletin Board or in the
"pink sheets," as applicable. Such quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions.

        FOR THE QUARTER ENDED                     HIGH                   LOW
        ---------------------                     ----                   ---

        Fiscal 2000
        -----------
        September 30, 1999.................    $  .4688             $   .1400
        December 31, 1999..................       .2700                 .0500
        March 31, 2000.....................      1.5000                 .1300
        June 30, 2000......................      1.0500                 .3500

        Fiscal 2001
        ------------
        September 30, 2000 ................     $ .8500               $ .3500
        December 31, 2000..................       .4500                 .1100
        March 31, 2001.....................       .4000                 .1000
        June 30, 2001 .....................       .2200                 .1300

     Holders

     On August 31, 2001, there were approximately 500 holders of record of the
Common Stock, not including the stockholders for whom shares are held in a
"nominee" or "street" name.

     Dividends

     The Company has never declared or paid cash dividends on its Common Stock.
The Board of Directors currently intends to retain future earnings to support
its business and does not anticipate paying dividends in the foreseeable future.
Payment of future dividends, if any, will be at the discretion of the Board of
Directors after taking into account various factors, including the Company's
financial condition, results of operations, current and anticipated cash needs
and plans for expansion.

     Recent Sales of Unregistered Securities

     Pursuant to the Purchase Agreement, as of June 30, 2001, L-3 had acquired
an aggregate of 93.5 million shares of Common Stock for an aggregate purchase
price of $17 million. There was no underwriter for these sales. The Company
believes that these sales were exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation
D promulgated thereunder.

     In connection with the L-3 investment, the holders of an aggregate of $11.3
million of the Company's outstanding indebtedness, the holders of the Company's
outstanding preferred stock and the holders of certain warrants exchanged their
securities for an aggregate of 45.2 million shares of Common Stock. There was no
underwriter for these exchanges. The Company believes that these exchanges were
exempt from registration pursuant to Sections 3(a)(9) and 4(2) of the Securities
Act and Regulation D promulgated thereunder.

     Pursuant to the Transaction, the Company granted to L-3, to certain former
directors of the Company and to certain of the Company's security holders
options to acquire an aggregate of 18.8 million shares of Common Stock. These
options have an exercise price of $0.54 per share (subject to adjustment in
certain circumstances), are immediately exercisable and expire ten years from
the date of grant. There was no underwriter involved in the grant of these
options. The Company believes that the grant of these options was exempt from
registration pursuant to Sections 3(a)(9) and 4(2) of the Securities Act and
Regulation D promulgated thereunder.

     During the fiscal year ended June 30, 2001, the Company issued options
covering an aggregate of 6.6 million shares of Common Stock to employees of the
Company and L-3 pursuant to the LogiMetrics, Inc. 1997 Stock Compensation
Program, as amended (the "Stock Compensation Program"). These options have an
exercise price of $0.54 per share (subject to adjustment in certain
circumstances), vest in equal installments of one-third per year and expire,
subject to earlier termination, ten years from the date of grant. These grants
were exempt from registration pursuant to Securities Act Release No. 33-6188
(February 1, 1980). No underwriter was involved in these grants.

                                       12
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The Company disposed of the New York Business effective February 2000.
Accordingly, the operations of the New York Business have been presented as
"discontinued" in the fiscal 2000 financial statements. For fiscal 2000, the
Company recorded a net loss of $6.4 million relating to the New York Business.
See Item 7. Financial Statements.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED JUNE 30, 2001 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2000

     Revenues. For the fiscal year ended June 30, 2001, revenues increased by
$800,000, or 50.2%, to $2.4 million from revenues from continuing operations of
$1.6 million for the fiscal year ended June 30, 2000. The increase in revenues
resulted primarily from increased sales volume of radios, modules and related
products. The Company believes that ongoing conditions in the telecommunications
equipment market may have an adverse impact on sales in fiscal 2002.

     Gross Profit. For the fiscal year ended June 30, 2001, gross profit
increased to $319,000 compared to a loss of $1.7 million from continuing
operations for the fiscal year ended June 30, 2000. The gross margin was 13.2%
for the fiscal year ended June 30, 2001 compared to a negative 103.3% for the
fiscal year ended June 30, 2000. The increase in gross margin was primarily
attributable to the write-off of obsolete inventory in fiscal 2000 and the
spreading of overhead costs over a higher revenue base during fiscal 2001.

     Selling, General and Administrative. For the fiscal year ended June 30,
2001, selling, general and administrative ("SG&A") expenses decreased by $2.9
million, or 48.8%, to $2.9 million from $5.8 million from continuing operations
for the fiscal year ended June 30, 2000. As a percentage of revenues from
continuing operations, SG&A expenses decreased to 122.2% of revenues compared to
358.5% for the fiscal year ended June 30, 2000. The decrease in SG&A expenses
resulted from reduced financing fees, professional fees and personnel costs,
offset in part by fees and expenses related to the Transaction. Management of
the Company has implemented certain measures, including head count reductions,
to reduce the Company's expense base in light of existing and expected market
conditions.

     Research and Development. For the fiscal year ended June 30, 2001, research
and development expenses were unchanged from fiscal 2000 levels. Research and
development expenses in both periods primarily related to design and development
activities for both new product development and product enhancements.

     Interest Expense. For the fiscal year ended June 30, 2001, interest expense
decreased by $1.8 million, or 82.7%, to $372,000 from $2.2 million for the
fiscal year ended June 30, 2000. The reduction in interest expense resulted from
the conversion of certain debt securities into shares of Common Stock in
connection with the Transaction and the repayment of other indebtedness with a
portion of the proceeds from the Transaction.

     Income Taxes. For the fiscal years ended June 30, 2001 and 2000, the
Company had no income tax expense or benefit.

     Loss From Discontinued Operations. The Company recorded a loss of $6.4
million in the fiscal year ended June 30, 2000 related to the disposal of the
New York Business. In the fiscal year ended June 30, 2001, the Company recorded
a recovery from discontinued operations of $65,000, resulting from the
settlement of certain liabilities at amounts less than originally anticipated.

     Net Loss. Primarily for the reasons described above, the Company recorded a
net loss attributable to common stockholders of $4.1 million for the fiscal year
ended June 30, 2001, compared to a net loss attributable to common stockholders
from continuing operations of $10.9 million and a net loss attributable to
common stockholders of $17.3 million for the fiscal year ended June 30, 2000.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2001, the Company had cash of $170,000. As of such date, the
Company had total current assets of $260,000 and total current liabilities of
$4.6 million, resulting in a net working capital deficit of $4.3 million. At
June 30, 2001, the Company had a retained earnings deficit of $35.5 million and
an overall stockholders' deficiency of $3.6 million.

     Net cash used in operating activities from continuing operations was $6.9
million for the fiscal year ended June 30, 2001, compared to net cash used in
operating activities from continuing operations of $3.7 million for the fiscal
year ended June 30, 2000. Net cash used in operating activities during the
fiscal year ended June 30, 2001 resulted primarily from the Company's net loss
of $4.1 million and a $3.5 million reduction of accounts payable, offset in part
by a reduction in accounts receivable. Net cash used in operating activities
from continuing operations for the fiscal year ended June 30, 2000 resulted
primarily from the Company's net loss attributable to common stockholders from
continuing operations of $10.9 million, partially offset by increases in
accounts payable and accrued expenses, accrued interest expense and financing
fees.

     Net cash used in investing activities was $1.3 million for the fiscal year
ended June 30, 2001, compared to net cash used in investing activities from
continuing operations of $305,000 for the fiscal year ended June 30, 2000. Net
cash used in investing activities during the fiscal year ended June 30, 2001
resulted from the purchase of equipment to support the Company's operations. Net
cash used in investing activities

                                       13
<PAGE>

from continuing operations during the fiscal year ended June 30, 2000 also
resulted from the purchase of equipment to support the Company's operations.

     Net cash provided by financing activities was $10.7 million for the fiscal
year ended June 30, 2001, compared to net cash provided by financing activities
from continuing operations of $4.3 million for the fiscal year ended June 30,
2000. Net cash provided by financing activities for the fiscal year ended June
30, 2001 resulted primarily from $17.0 million invested in the Company by L-3
pursuant to the Transaction, partially offset by the repayment of $6.3 million
of indebtedness, including the repayment of the North Fork Bank credit facility.
Net cash provided by financing activities from continuing operations during
fiscal 2000 resulted primarily from the proceeds of debt issuances by the
Company and loans from stockholders, offset in part by the repayment of
outstanding indebtedness.

     In connection with the Transaction, the holders of approximately $11.3
million of indebtedness, the holders of the Company's previously issued
preferred stock and the holders of certain warrants exchanged their securities
for an aggregate of 45.2 million shares of Common Stock.

     As described above, a portion of the proceeds of the L-3 investment was
used to repay outstanding indebtedness. The remaining proceeds were used to fund
the Company's ongoing operations. Although the Transaction enabled the Company
to reduce significantly its indebtedness and to fund its operations, the Company
has continued to record losses and has failed to generate sufficient cash flow
from operations to fund working capital requirements. Pursuant to the terms of
the Transaction, at June 30, 2001, L-3 had the right to invest an additional
$3.0 million in the Company, and subsequent to June 30, 2001 had invested $2.2
million. Although L-3 has indicated that it intends to continue to support the
Company, no assurance can be given that L-3 will invest additional amounts in
the Company or as to the terms of any such investment. To the extent that the
Company is unable to meet its working capital requirements by generating
positive cash flow from operations or from additional investments by L-3, the
Company intends to continue to fund a portion of its working capital
requirements through the sale of its securities. Management believes that the
remaining funding commitment from L-3 and the Company's existing backlog
provides sufficient funding for its operations through the next fiscal year,
however, there can be no assurance that the Company can continue to finance its
operations through the sale of securities or as to the terms of any such sales
that may occur in the future. If the Company is unable to attain profitable
operations and to generate sufficient cash flow or to obtain sufficient
financing to fund its operations, the Company may not be able to achieve its
growth objectives.

NET OPERATING LOSS CARRY FORWARD

     As of June 30, 2001, the Company had net operating loss carry-forwards of
$33.8 million available to be used to offset future income. Such loss
carry-forwards expire between 2012 and 2020.

INFLATION

     Inflation was not a material factor in either the sales or the operating
expenses of the Company during the periods presented herein.

RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD ("FASB")

     In June 1998, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 133 is effective for all fiscal years beginning after June
15, 2000. SFAS No. 133, as amended and interpreted, establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. All
derivatives, whether designated in hedging relationships or not, will be
required to be recorded on the balance sheet at fair value. If the derivative is
designated as a fair value hedge, the changes in the fair value of the
derivative and the hedged item will be recognized in earnings. If the derivative
is designated as a cash-flow hedge, changes in the fair value of the derivative
will be recorded in other comprehensive income and will be recognized in the
income statement when the hedged item affects earnings. SFAS No. 133 defines new
requirements for designation and documentation of hedging relationships as well
as ongoing effectiveness assessments in order to use hedge accounting. For a
derivative that does not qualify as a hedge, changes in fair value will be
recognized in earnings. The adoption of SFAS No. 133 on July 1, 2000 did not
have a material effect on the consolidated financial statements of the Company.

     In June 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 applies prospectively to all business combinations initiated after June
30, 2001 and to all business combinations accounted for using the purchase
method for which the date of acquisition is July 1, 2001, or later. This
statement requires all business combinations to be accounted for using the
purchase method. Under previously existing accounting rules, business
combinations were accounted for using one of two methods, the
pooling-of-interests method or the purchase method. The adoption of SFAS No. 141
is not expected to have a significant impact on the Company's consolidated
financial statements.

     In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other intangible assets. Under SFAS No. 142, goodwill and some
intangible assets will no longer be amortized, but rather reviewed for
impairment on a periodic basis. The provisions of this statement are required to
be applied starting with fiscal years beginning after December 15, 2001. This
statement is required to be applied at the beginning of the Company's fiscal
year and to be applied to all goodwill and other intangible assets recognized in
its financial statements at that date. Impairment losses for goodwill and
certain intangible assets that arise due to the initial application of this
statement are to be reported as resulting from a change

                                       14
<PAGE>

in accounting principle. Goodwill and intangible assets acquired after June 30,
2001, will be subject immediately to the provisions of this statement. The
adoption of SFAS No. 142 is not expected to have a material impact on the
Company's consolidated financial statements.

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." The standard requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for fiscal years beginning after June 15, 2002. The adoption of SFAS
No. 143 is not expected to have a material impact on the Company's consolidated
financial statements.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 replaces SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." SFAS No. 144 requires that long-lived assets be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred. SFAS
No. 144 also broadens the reporting of discontinued operations to include all
components of an entity with operations that can be distinguished from the rest
of the entity and that will be eliminated from the ongoing operations of the
entity in a disposal transaction. The provisions of SFAS No. 144 are effective
for financial statements issued for fiscal years beginning after December 15,
2001. The adoption of SFAS No. 144 is not expected to have a material impact on
the Company's consolidated financial statements.

FORWARD-LOOKING STATEMENTS

     This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act that are based on the beliefs of the Company's management as well
as assumptions made by and information currently available to the Company's
management. When used in this Annual Report, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should,"
"will," the negative thereof and similar expressions are intended to identify
forward-looking statements. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events and actual results,
financial and otherwise, could differ materially from those set forth in or
contemplated by the forward-looking statements herein. Important factors that
could contribute to such differences include, but are not limited to, the
following: general economic and political conditions, as well as conditions in
the markets for the Company's products; adverse conditions in the
telecommunications services market; the Company's history of losses and cash
constraints; the Company's failure to generate sufficient cash flow from
operations to meet its working capital needs; the Company's dependence on the
broadband wireless telecommunications market and uncertainties relating to the
size and timing of any such market that ultimately develops; the Company's
dependence on large orders and the effects of customer concentrations; the
Company's dependence on future product development and market acceptance of the
Company's products in the broadband wireless telecommunications market; the
Company's limited proprietary technology; possible fluctuations in quarterly
results; the effects of competition; risks related to international business
operations; and the Company's dependence on a limited number of suppliers.
Certain of these factors are described under Item 1. Description of Business --
Risk Factors. Other factors may be described from time to time in the Company's
other filings with the Securities and Exchange Commission, news releases and
other communications. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
does not undertake any obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. Subsequent written
and oral forward looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary
statements set forth above and contained elsewhere in this Annual Report on Form
10-KSB.

                                       15
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM 7. FINANCIAL STATEMENTS

                                                                        PAGE
                                                                        ----

     Independent Auditors' Report  ......................................17

     Consolidated Balance Sheet - June 30, 2001..........................18

     Consolidated Statements of Operations
       Years ended June 30, 2001 and 2000 ...............................19

     Consolidated Statements of Stockholders' Deficiency
       Years ended June 30, 2001 and 2000................................20

     Consolidated Statements of Cash Flows
       Years ended June 30, 2001 and 2000 ...............................21

     Notes to Consolidated Financial Statements
       Years ended June 30, 2001 and 2000................................22





                                       16
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
LogiMetrics, Inc. and Subsidiary
Hauppauge, New York

     We have audited the accompanying consolidated balance sheet of LogiMetrics,
Inc. and Subsidiary (the "Company") as of June 30, 2001 and the related
consolidated statements of operations, stockholders' deficiency and cash flows
for each of the two years in the period 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 audits.

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

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of June 30,
2001, and the results of its operations and its cash flows for each of the two
years in the period ended June 30, 2001 in conformity with accounting principles
generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Jericho, New York
September 14, 2001 (October 1, 2001 as to Note 15)



                                       17
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2001

<TABLE>
<CAPTION>
<S>                                                                      <C>
ASSETS
          Current Assets
                  Cash ...............................................   $    169,975
                  Accounts receivable ................................         44,736
                  Inventories (Note 3) ...............................         10,164
                  Prepaid expenses and other current assets ..........         35,557
                                                                         ------------
                    Total current assets .............................        260,432

          Property, plant and equipment, net (Notes 5 and 7) .........      2,481,897
          Other assets ...............................................         57,474
                                                                         ------------
                  TOTAL ASSETS .......................................   $  2,799,803
                                                                         ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

          Current Liabilities
                  Accounts payable and other accrued expenses (Note 6)   $  1,771,182
                  Net liabilities of discontinued operations (Note 1)       2,303,219
                  Current portion of long-term debt (Note 7) .........        544,140
                                                                         ------------
                   Total current liabilities .........................      4,618,541

          Long-term debt (Note 7) ....................................      1,743,917
                                                                         ------------
                  TOTAL LIABILITIES ..................................      6,362,458
                                                                         ------------

          Commitments and Contingencies (Note 11)
          Stockholders' Deficiency (Note 9)
             Preferred Stock:
                  Par value $.01; 5,000,000 shares
                  authorized; none issued ............................           --
            Common Stock:
                  Par value $.01; 350,000,000 shares
                  authorized; 169,843,524 shares issued
                  and outstanding ....................................      1,698,435
          Additional paid-in capital .................................     30,419,146
          Accumulated deficit ........................................    (35,525,786)
          Stock subscriptions receivable (Note 9) ....................       (154,450)
                                                                         ------------
                  TOTAL STOCKHOLDERS' DEFICIENCY .....................     (3,562,655)
                                                                         ------------
                    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY ...   $  2,799,803
                                                                         ============
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       18
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED JUNE 30,
                                                                                              -------------------
                                                                                             2001             2000
                                                                                             ----             ----
<S>                                                                                      <C>              <C>
Revenues (Note 12) ...................................................................   $   2,413,423    $   1,606,860
Costs and expenses:
        Cost of revenues .............................................................       2,094,681        3,267,336
        Selling, general and administrative expenses (Note 14) .......................       2,948,433        5,760,123
        Research and development .....................................................       1,173,757        1,202,526
                                                                                         -------------    -------------
Loss from operations .................................................................      (3,803,448)      (8,623,125)

        Interest expense .............................................................         371,646        2,154,095
                                                                                         -------------    -------------

Loss before income taxes .............................................................      (4,175,094)     (10,777,220)

        Income tax benefit (Note 8) ..................................................            --               --
                                                                                         -------------    -------------

Loss from continuing operations ......................................................      (4,175,094)     (10,777,220)

Discontinued operations:

       Recovery (loss) on settlement of liabilities from discontinued operations .....          65,000       (4,302,547)
       Loss on disposal of discontinued operations ...................................            --         (2,090,000)
                                                                                         -------------    -------------
       Total recovery (loss) on settlement of liabilities from discontinued operations          65,000       (6,392,547)
                                                                                         -------------    -------------

Net loss .............................................................................      (4,110,094)     (17,169,767)

Preferred stock dividends ............................................................            --            134,419
                                                                                         -------------    -------------

Net loss attributable to common stockholders .........................................   $  (4,110,094)   $ (17,304,186)
                                                                                         =============    =============

Net loss attributable to common stockholders from continuing operations ..............   $  (4,175,094)   $ (10,911,639)
                                                                                         =============    =============

Basic and diluted loss per common share (Note 10):

         Loss from continuing operations .............................................           (0.03)           (0.38)
         Recovery (loss) on settlement of liabilities from discontinued operations ...            --              (0.15)
         Loss on disposal of discontinued operations .................................            --              (0.07)
                                                                                         -------------    -------------
         Net loss attributable to common stockholders ................................   $       (0.03)   $       (0.60)
                                                                                         =============    =============
Basic and diluted weighted average number of common shares (Note 10) .................     165,552,264       28,787,710
                                                                                         =============    =============
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       19
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF
                            STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>

                                  PREFERRED STOCK        COMMON STOCK        ADDITIONAL                      STOCK
                                  SHARES     PAR       SHARES        PAR       PAID-IN      ACCUMULATED  SUBSCRIPTIONS
                                  ISSUED    VALUE      ISSUED       VALUE      CAPITAL        DEFICIT      RECEIVABLE      TOTAL
                                 -------  --------  -----------  ----------  -----------      -------      ----------      -----
<S>                               <C>     <C>       <C>           <C>         <C>          <C>             <C>            <C>
Balance, July 1, 1999 ..........      28  $924,525   28,672,245    $286,723   $4,104,014   $(17,298,377)   $(189,450)  $(12,172,565)

Grants of common stock .........                        156,000       1,560       73,380                                     74,940

Conversion of preferred stock ..      (3)  (99,059)     283,020       2,830       96,229                                         --
   into common stock

Preferred stock dividends ......                                                (134,419)                                  (134,419)

Capital contribution ...........                                                 764,678                                    764,678

Net loss and comprehensive
  loss .........................      --        --           --          --           --    (17,169,767)        --      (17,169,767)
                                 -------  --------  -----------  ----------  -----------   ------------    ---------   ------------
Balance, June 30, 2000 .........      25  $825,466   29,111,265    $291,113   $4,903,882   $(34,468,144)   $(189,450)  $(28,637,133)
                                 -------  --------  -----------  ----------  -----------   ------------    ---------   ------------

Conversion of preferred stock ..     (25) (825,466)   2,358,500      23,585      801,881                                         --
   into common stock

Exercise of warrants ...........                     14,362,897     143,629     (143,629)                                        --

Conversion of Class A
  Debentures ...................                     15,960,949     159,609    4,120,299      1,328,820                   5,608,728

Conversion of Class B
  Debentures ...................                      4,095,437      40,954    1,792,822        582,532                   2,416,308

Conversion of Class C
  Debentures ...................                     10,556,036     105,560    2,393,680        773,131                   3,272,371

Issuance of shares to L-3 ......                     93,450,164     934,502   15,697,529        367,969                  17,000,000

Elimination of preferred
  stock dividends ..............                                                 882,365                                    882,365

Debt repayment with common
  shares........................                        (51,724)       (517)         517                                         --

Stock subscriptions
  receivable ...................                                                 (35,000)                     35,000             --

Issuance of options for
  services......................                                                   4,800                                      4,800

Net loss and comprehensive
  loss .........................      --        --           --          --           --     (4,110,094)        --       (4,110,094)
                                 -------  --------  -----------  ----------  -----------   ------------    ---------   ------------
BALANCE, JUNE 30, 2001 .........       0  $      0  169,843,524  $1,698,435  $30,419,146   $(35,525,786)   $(154,450)  $ (3,562,655)
                                 =======  ========  ===========  ==========  ===========   ============    =========   ============
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       20
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                      YEAR ENDED  JUNE 30,
                                                                                     2001            2000
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

          Net loss before preferred stock dividends ..........................   $ (4,110,094)   $(17,169,767)
                                                                                 ------------    ------------

          (Recovery) loss from discontinued operations .......................        (65,000)      6,392,547
          Adjustments to reconcile net loss to net cash used in operating
             activities from continuing operations:
                  Depreciation and amortization ..............................        544,852         465,461
                  Provision for doubtful accounts ............................           --            32,318
                  Accrued interest expense ...................................        128,196       1,906,784
                  Stock compensation expense .................................          4,800          59,940
                  Non-cash financing fee .....................................           --           764,678
                  Increase (decrease) in cash from:
                      Accounts receivable ....................................        251,362         (40,062)
                      Inventories ............................................          9,402         779,907
                      Prepaid expenses and other current assets ..............        (95,938)        (56,936)
                      Accounts payable and accrued expenses ..................     (3,535,016)      3,212,747
                      Other assets/liabilities ...............................            836         (15,304)
                                                                                 ------------    ------------

                                    Total adjustments ........................     (2,756,506)     13,502,080
                                                                                 ------------    ------------

          Net cash used in operating activities from continuing operations ...     (6,866,600)     (3,667,687)
                                                                                 ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

          Purchases of equipment and fixtures ................................     (1,260,580)       (304,844)
                                                                                 ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

          Proceeds from issuance of common stock .............................     17,000,000            --
          Proceeds from sale of debt .........................................           --         2,000,000
          Loan proceeds ......................................................           --         2,000,000
          Loans from stockholders ............................................         65,000         410,934
          Repayment of loans from stockholders ...............................     (1,059,852)        (91,681)
          Repayment of debt ..................................................     (5,282,520)        (36,538)
                                                                                 ------------    ------------

          Net cash provided by financing activities from continuing operations     10,722,628       4,282,715
                                                                                 ------------    ------------

NET CASH USED IN DISCONTINUED OPERATIONS .....................................     (2,445,643)       (690,774)
                                                                                 ------------    ------------

NET INCREASE (DECREASE) IN CASH ..............................................        149,805        (380,590)

CASH, beginning of period ....................................................         20,170         400,760
                                                                                 ------------    ------------

CASH, end of period ..........................................................   $    169,975    $     20,170
                                                                                 ============    ============
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       21
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 2001 AND 2000

1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     LogiMetrics, Inc., a Delaware corporation ("LogiMetrics" and together with
its subsidiary, mmTech, Inc., the "Company"), designs, manufactures and markets
solid state, broadband wireless communications infrastructure equipment,
subsystems and modules that enable point-to-multipoint and point-to-point
terrestrial and satellite-based wireless telecommunications services in
frequency bands from 15 GigaHertz ("GHz") to 38 GHz. The Company's products
allow telecommunications service providers to provide reliable and
cost-effective data, voice and video communications links to their customers.
The Company's products include solid-state power amplifiers, hub transmitters,
receivers and transceivers, active repeaters, cell-to-cell relays, Internet
access systems and other modules and subsystems.

     As shown in the consolidated financial statements, during the fiscal years
ended June 30, 2001 and 2000, the Company incurred net losses and had negative
cash flows from operating activities. At June 30, 2001, the Company had a
working capital deficit. During the fiscal year ended June 30, 2001, the Company
raised $17.0 million, and subsequent to June 30, 2001, raised an additional $2.2
million from the private sale of its common stock, par value $.01 per share (the
"Common Stock") to L-3 Communications Corporation ("L-3"). The proceeds from
this sale, and L-3's remaining commitment to purchase Common Stock, are being
used to fund the Company's cash flow needs. Management believes that this
remaining funding commitment from L-3 and the Company's existing backlog
provides sufficient funding for its operations through the next fiscal year.

a.   Principles of Consolidation

     The accompanying consolidated financial statements include the accounts of
LogiMetrics and its wholly owned subsidiary, mmTech, Inc. ("mmTech"). All
intercompany balances and transactions have been eliminated.

b.   Discontinued Operations

     On February 17, 2000, the Company and Signal Technology Corporation
("Signal") entered into a non-binding Letter of Intent (the "Letter of Intent").
In connection with the Letter of Intent, the Company and Signal entered into a
Management Agreement (the "Management Agreement") pursuant to which Signal,
through its Keltec division, assumed the management and operation of the
Company's high-power amplifier business, formerly conducted by the Company at
its Bohemia, New York facility (the "New York Business") and assumed certain
liabilities of the New York Business. Under the Management Agreement, Signal was
responsible for all expenses incurred and was entitled to retain all revenues
generated in connection with its operation of that business. Signal also agreed
to make interest payments on the Company's outstanding bank indebtedness during
the period it was operating the New York Business. In July 2000, the Company
terminated the Letter of Intent. In November 2000, the Company and Signal
finalized negotiations resulting in Signal's acquisition of the New York
Business. Pursuant to the acquisition terms, the Company paid Signal
approximately $2.1 million to offset certain costs incurred by Signal during the
course of its management of the New York Business and for certain known
liabilities of this business. Additionally, the Company has agreed to retain
other specific liabilities of the New York Business. In connection with the sale
of the New York Business to Signal, the Company recorded a loss on disposal of
approximately $2.1 million ($0.07 per share). The New York Business is reported
as a discontinued operation for all periods presented. The consolidated balance
sheet and statements of operations and cash flows, and related notes to the
consolidated financial statements have been restated to conform to the
discontinued operations presentation.

     The liability recorded related to the discontinued operations is as
follows:

<TABLE>
<CAPTION>
                                                                             Recovery on
                                           Balance at                      Settlement of          Balance at
                                         July 1, 2000          Payments      Liabilities       June 30, 2001
                                         ------------          --------      -----------       -------------
<S>                                        <C>               <C>                     <C>                 <C>
          Payment to Signal                $2,090,000        $2,090,000              $--                 $--
          Purchase order accruals             976,739                --               --             976,739
          Property lease accrual              524,991           143,567               --             381,424
          Legal and accounting                456,000           193,732           65,000             197,268
          Other                               766,132            18,344               --             747,788
                                              -------            ------               --             -------
          Total                            $4,813,862        $2,445,643          $65,000          $2,303,219
                                           ==========        ==========          =======          ==========
</TABLE>

     Revenues generated by the New York Business during 2000 through the date of
disposition (February 17, 2000) were approximately $1.0 million. This amount is
not included in revenues as reported in the Consolidated Statements of
Operations.

                                       22
<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

c.    Revenue Recognition

     Revenue from the sale of the Company's products is recognized at shipment
upon the transfer of title.

d.   Inventories

     Inventories are stated at the lower of cost (first-in, first-out method) or
market.

e.   Equipment and Fixtures

     Equipment and fixtures are recorded at cost and include equipment under
capital leases. Depreciation and amortization are provided by the straight-line
method over an estimated useful life of five or ten years and, in the case of
leasehold improvements, the remaining lease term.

f.   Income Taxes

     The Company accounts for income taxes pursuant to Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." Under this
method, deferred tax assets and liabilities are determined based on differences
between the financial reporting and tax bases of assets and liabilities, and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Income tax expense (benefit) is the tax
payable or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.

g.   Use of Estimates

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

h.   Long-Lived Assets

     The Company reviews its long-lived assets, including property, plant and
equipment, whenever events or changes in circumstances indicate that the
carrying amount of the assets may not be recoverable. To determine
recoverability of its long-lived assets, the Company evaluates the probability
that future undiscounted net cash flows will be less than the carrying amount of
the related assets. Impairment costs, if any, are measured by comparing the
carrying amount of the related assets to their fair value.

i.   Fair Value of Financial Instruments

     At June 30, 2001, the carrying amount of the Company's financial
instruments, including cash, accounts receivable, accounts payable and other
accrued expenses and net liabilities of discontinued operations, approximated
fair value because of their short-term maturities. Long-term borrowings bear
interest at variable rates, which approximate market.

j.   Comprehensive Loss

     The Company's financial statements do not include a statement of
comprehensive loss because the Company had no items of other comprehensive loss
other than the net losses for all periods presented.

k.   Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133 is effective for all fiscal years beginning after June 15, 2000. SFAS
No. 133, as amended and interpreted, establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. All derivatives,
whether designated in hedging relationships or not, will be required to be
recorded on the balance sheet at fair value. If the derivative is designated as
a fair value hedge, the changes in the fair value of the derivative and the
hedged item will be recognized in earnings. If the derivative is designated as a
cash-flow hedge, changes in the fair value of the derivative will be recorded in
other comprehensive income and will be recognized in the income statement when
the hedged item affects earnings. SFAS No. 133 defines new requirements for
designation and documentation of hedging relationships as well as ongoing
effectiveness assessments in order to use hedge accounting. For a derivative
that does not qualify as a hedge, changes in fair value will be recognized in
earnings. The adoption of SFAS No. 133 on July 1, 2000 did not have a material
effect on the consolidated financial statements of the Company.

                                       23
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     In June 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 applies prospectively to all business combinations initiated after June
30, 2001 and to all business combinations accounted for using the purchase
method for which the date of acquisition is July 1, 2001, or later. This
statement requires all business combinations to be accounted for using the
purchase method. Under previously existing accounting rules, business
combinations were accounted for using one of two methods, the
pooling-of-interests method or the purchase method. The adoption of SFAS No. 141
is not expected to have a significant impact on the Company's consolidated
financial statements.

     In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other intangible assets. Under SFAS No. 142, goodwill and some
intangible assets will no longer be amortized, but rather reviewed for
impairment on a periodic basis. The provisions of this statement are required to
be applied starting with fiscal years beginning after December 15, 2001. This
statement is required to be applied at the beginning of the Company's fiscal
year and to be applied to all goodwill and other intangible assets recognized in
its financial statements at that date. Impairment losses for goodwill and
certain intangible assets that arise due to the initial application of this
statement are to be reported as resulting from a change in accounting principle.
Goodwill and intangible assets acquired after June 30, 2001 will be subject
immediately to the provision of this statement. The adoption of SFAS No. 142 is
not expected to have a material impact on the Company's consolidated financial
statements.

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." The standard requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for fiscal years beginning after June 15, 2002. The adoption of SFAS
No. 143 is not expected to have a material impact on the Company's consolidated
financial statements.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 replaces SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." SFAS No. 144 requires that long-lived assets be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred. SFAS
No. 144 also broadens the reporting of discontinued operations to include all
components of an entity with operations that can be distinguished from the rest
of the entity and that will be eliminated from the ongoing operations of the
entity in a disposal transaction. The provisions of SFAS No. 144 are effective
for financial statements issued for fiscal years beginning after December 15,
2001. The adoption of SFAS No. 144 is not expected to have a material impact on
the Company's consolidated financial statements.

l.   Reclassifications

     Certain amounts in the fiscal 2000 financial statements have been
reclassified to conform with the fiscal 2001 presentation.

2.   TRANSACTION WITH L-3 COMMUNICATIONS CORPORATION

     In July 2000, the Company and L-3 entered into a Purchase Agreement, dated
July 10, 2000 (the "Purchase Agreement"), pursuant to which, among other things,
L-3 purchased 92.1 million shares (the "L-3 Shares"), or 53.5%, of the Company's
Common Stock, for an aggregate purchase price of $15.0 million.

     Under the Purchase Agreement, L-3 agreed, subject to the satisfaction of
certain conditions, to purchase up to an additional 3.3 million shares of Common
Stock (the "Additional Shares") for $5.0 million. As of June 30, 2001, L-3 had
acquired 1.3 million Additional Shares for an aggregate purchase price of $2.0
million. See Note 15.

     Pursuant to the terms of the Purchase Agreement, the Company granted to L-3
an option (the "L-3 Option") to acquire up to 5.6 million shares of Common Stock
at an exercise price of $0.54 per share (subject to adjustment in certain
circumstances). The L-3 Option is exercisable upon the purchase of all of the
Additional Shares and expires ten years from the date of grant.

     In the Purchase Agreement, L-3 granted to the Company the option,
exercisable by a majority of the entire Board of Directors of the Company, to
cause L-3 to transfer without further consideration certain technology and other
assets to the Company in connection with a Public Offering (as defined in the
Purchase Agreement) upon the satisfaction of certain conditions. Pursuant to the
Purchase Agreement, L-3 may, in its sole discretion, provide administration and
other services and equipment (including team services, support services,
facilities, tools and equipment) to the Company. L-3 has the right to bill the
Company for such services and equipment at cost, including direct labor, direct
material, other direct charges and expenses and overhead (including a corporate
expense allocation charge equal to 1.5% of the Company's consolidated sales).
During the fiscal year ended June 30, 2001, L-3 did not charge the Company for
such services and equipment.

                                       24
<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     Under the Purchase Agreement, the Company may not, without the approval of
either (i) those holders of Commons Stock (excluding L-3, entities controlled,
directly or indirectly, by L-3 and executive officers (within the meaning of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") of L-3)) (the
"Minority Stockholders") that represent not less than a majority of the
outstanding Common Stock held by all such holders (a "Special Stockholder
Majority") or (ii) a majority of the directors elected by certain security
holders of the Company (the "Existing Holders"), effect the following
extraordinary transactions: (A) certain mergers, consolidations or share
exchanges, (B) the sale of all or substantially all of its assets in one
transaction or a series of related transactions, (C) the seeking of protection
under applicable bankruptcy and insolvency laws, (D) the issuance, offer or sale
of any shares of its capital stock or securities exercisable for, convertible
into or otherwise giving the holder the right to obtain shares of capital stock
(other than the issuance of shares and options pursuant to the Purchase
Agreement, shares issuable upon the exercise or conversion of outstanding
securities, the granting of certain options and rights to purchase Common Stock
contemplated by the Purchase Agreement and shares of Common Stock issuable upon
the exercise of such options and rights), (E) the amendment of its certificate
of incorporation or by-laws if the terms of such amendment would conflict with
the terms of the Purchase Agreement and the transactions contemplated thereby or
would materially and adversely affect the rights of the Minority Stockholders,
(F) the amendment or modification of any of the provisions of the documents
relating to the Purchase Agreement, (G) the entering into a Rule 13e-3
transaction (as defined in Rule 13e-3 promulgated under the Exchange Act), or
(H) the entering into, assumption or becoming bound by any agreement, instrument
or understanding to do any of the foregoing or otherwise attempt to do any of
the foregoing. In addition, L-3 agreed not to sell to a non-affiliated third
party more than 53.3% of the L-3 Shares prior to December 31, 2001. The
directors appointed by the Existing Holders have the right to enforce the
provisions of the Purchase Agreement and to otherwise act on behalf of the
Company with respect to the Purchase Agreement and the other documents relating
thereto. These provisions expire upon the earlier of (i) the consummation of a
Public Offering and (ii) the date upon which the Existing Holders collectively
cease to own at least 10% of the outstanding Common Stock (as determined
pursuant to the provisions of the Purchase Agreement).

     In connection with the L-3 investment, the holders of approximately $11.3
million of indebtedness, the holders of the Company's previously issued
preferred stock and the holders of certain warrants exchanged their securities
for an aggregate of 45.2 million shares of Common Stock. Any gain associated
with the conversion of the indebtedness is treated as a dividend and charged to
accumulated deficit.

     The transactions described above are collectively referred to as the
"Transaction."

     In connection with the Transaction, the Company, L-3 and the Existing
Holders entered into a Stockholders Agreement, dated July 10, 2000 (the
"Stockholders Agreement"). Pursuant to the terms of the Stockholders Agreement,
the number of directors constituting the Board of Directors was set at seven.
The Existing Holders have the right to designate three directors so long as they
continue beneficially to own at least 15% of the outstanding Common Stock (as
determined pursuant to a specified formula). If the Existing Holders
beneficially own less than 15% of the outstanding Common Stock (as so
determined), the number of directors they have the right to appoint will be
reduced to two. If the Existing Holders beneficially own less than 10% of the
outstanding Common Stock, they no longer will have the right to designate
directors of the Company. L-3 has the right under the Stockholders Agreement to
designate the remaining members of the Board of Directors so long as it
continues to be the owner of at least 25% of the outstanding Common Stock (as so
determined). Pursuant to the terms of the Stockholders Agreement, the Existing
Holders designated as directors Messrs. Jean-Francois Carreras, Norman M. Phipps
and Jay B. Langner and L-3 designated as directors Messrs. Frank C. Lanza,
Robert V. LaPenta, Christopher C. Cambria and John S. Mega. Subsequent to June
30, 2001, Messrs. Carreras and Phipps resigned as directors of the Company.

     Under the terms of the Stockholders Agreement, so long as L-3 remains the
owner of at least 25% of the Common Stock (as so determined), L-3 has a right of
first offer with respect to the proposed transfer, in one or a series of related
transactions, by a Major Selling Stockholder (as defined in the Stockholders
Agreement) of (i) 10% or more of the Common Stock Equivalents (as so defined),
other than in certain specified market transactions, or (ii) Common Stock
Equivalents which to the actual knowledge of the Major Selling Stockholder,
together with the holdings of Common Stock Equivalents of the person to which
the transfer is to be made, would result in such person owning more than 10% of
the Common Stock Equivalents (after giving effect to such transfer).

     Pursuant to the terms of the Stockholders Agreement, the Existing Holders
effected the conversion or exchange of their outstanding debt securities and
warrants, waived certain anti-dilution rights, including rights resulting from
the Transaction, waived certain registration and other rights and consented to
the Transaction.

     The Stockholders Agreement terminates upon the earliest to occur of (i) the
consummation of a Public Offering, (ii) with respect to L-3 or an Existing
Holder, when such party has effected the transfer of its entire ownership
interest in the Company, (iii) the consummation of a "Company Sale" (as defined
in the Stockholders Agreement) approved by a Special Director Majority (as
defined in the Stockholders Agreement) or a Special Stockholder Majority in
accordance with the Purchase Agreement, and (iv) the written mutual consent of
L-3 and the Existing Holders that collectively own a majority of the Common
Stock Equivalents then held by all Existing Holders.

     In connection with the Transaction, the Company, L-3 and the Existing
Holders entered into a Registration Rights Agreement. See Note 9.

     In connection with the Transaction, the Company entered into employment
agreements with Messrs. Charles S. Brand and Norman M. Phipps. See Note 11.

                                       25
<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     Pursuant to the terms of the Transaction, options to purchase 150,000
shares of Common Stock were issued to each of Frank A. Brand, Jean-Francois
Carreras and Mark B. Fisher, former directors of the Company. These options have
an exercise price of $0.54 per share (subject to adjustment in certain
circumstances), are immediately exercisable and expire, subject to earlier
termination, ten years from the date of grant. Options to purchase an aggregate
of 6.6 million shares of Common Stock also were issued under the LogiMetrics,
Inc. 1997 Stock Compensation Program (the "Stock Compensation Program") to
certain employees of the Company and to certain employees of L-3 to be
designated by L-3 in connection with the Transaction. All of such options have
an exercise price of $0.54 per share (subject to adjustment in certain
circumstances), vest in equal installments of one-third per year and expire,
subject to earlier termination, ten years from the date of grant. See Note 9.

     In addition, pursuant to the Transaction, options to purchase an aggregate
of 12.7 million shares of Common Stock were granted to L-3 and certain of the
Existing Holders (with each such party having the ability to direct all or part
of its options to certain parties). Options to acquire 129,282 shares were
directed to Mr. Phipps. These options have an exercise price of $0.54 per share
(subject to adjustment in certain circumstances), are immediately exercisable
and expire ten years from the date of grant. See Note 9.

3.   INVENTORIES

     Inventories at June 30, 2001 consist of raw material and components.

4.   SUPPLEMENTARY INFORMATION - STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                YEAR ENDED JUNE 30,
                                                                                              2001              2000
                                                                                            --------          --------
<S>                                                                                         <C>               <C>
     Interest paid  ................................................................        $693,553          $180,254
     Non-cash transactions:
         Machinery and equipment purchased under capital lease .....................       1,189,853            29,831
         Preferred stock dividends .................................................              --           134,419
</TABLE>


5.   PROPERTY PLANT AND EQUIPMENT

     Property, plant and equipment, at cost, are summarized as follows at June
30, 2001:

<TABLE>
<CAPTION>
<S>                                                                                            <C>
     Machinery and equipment  ......................................................           $2,661,038
     Furniture and fixtures  .......................................................               31,598
     Leasehold improvements  .......................................................              819,258
                                                                                                  -------
         Gross property, plant and equipment  ......................................            3,511,894
     Less: accumulated depreciation and amortization ...............................           (1,029,997)
                                                                                               -----------
         Property, plant and equipment, net ........................................           $2,481,897
                                                                                               ==========
</TABLE>

     Depreciation expense totaled approximately $400,000 and $300,000 for the
fiscal years ended June 30, 2001 and 2000, respectively.

6.   ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES

     Accounts payable and other accrued expenses consist of the following at
June 30, 2001:

<TABLE>
<CAPTION>
<S>                                                                                              <C>
     Accounts payable  ........................................................                  $252,102
     Accrued professional fees ................................................                   221,982
     Accrued payroll  .........................................................                    61,420
     Accrued vacation pay .....................................................                   241,584
     Customer deposits ........................................................                   121,010
     Accrued settlement costs .................................................                   311,841
     Accrued purchase order costs .............................................                   121,588
     Other accrued expenses ...................................................                   439,655
                                                                                                  -------
         Accounts payable and other accrued expenses  .........................                $1,771,182
                                                                                               ==========
</TABLE>

                                       26
<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.   LONG-TERM DEBT

     Long-term debt consists of the following at June 30, 2001:

<TABLE>
<CAPTION>
<S>                                                                                            <C>
     Bridge notes  ............................................................                $1,128,195
     Capital lease obligations  ...............................................                 1,159,862
                                                                                                ---------
         Total debt  ..........................................................                 2,288,057
     Less:  current portion ...................................................                   544,140
                                                                                                  -------
         Long-term debt .......................................................                $1,743,917
                                                                                               ==========
</TABLE>

SENIOR DEBT

     In September 1999, the Company borrowed an aggregate of $1.0 million from a
group of institutional investors (the "Lenders"). The loan is secured by all the
assets of the Company and is evidenced by the Negotiable Secured Senior
Subordinated Promissory Notes due March 7, 2000, such maturity date extended to
October 1, 2002 in connection with the Transaction (the "Bridge Notes"). The
Bridge Notes bear interest at a rate of 13% per annum and are secured by a
security interest in all of the Company's assets. As consideration for the
purchase of the Bridge Notes, Mr. Charles S. Brand, the Company's Chairman at
that time, transferred to the Lenders an aggregate of 3.0 million shares of the
Company's Common Stock owned by him. Accordingly, a financing fee and a capital
contribution of approximately $800,000 was recorded by the Company in fiscal
2000. Each capital lease obligation is collateralized by the equipment
underlying each respective lease.

     At June 30, 2001, principal payments due on all long-term debt consist of
the following:

     Fiscal year ending June 30, 2002.................................  $544,140
     Fiscal year ending June 30, 2003................................. 1,555,070
     Fiscal year ending June 30, 2004.................................   188,847
                                                                      ----------
                                                                      $2,288,057
                                                                      ==========

8.   INCOME TAXES

     The (benefit from) provision for income taxes consists of the following:

<TABLE>
<CAPTION>
     YEAR ENDED JUNE 30, 2001                                                     FEDERAL              STATE             TOTAL
                                                                                  -------              -----             -----
<S>                                                                                  <C>               <C>                <C>
     Current  ........................................................               $ --              $ --               $ --
     Deferred ........................................................         (1,043,271)          (240,516)       (1,283,837)
     Valuation allowance .............................................          1,043,271            240,516         1,283,837
                                                                                ---------            -------         ---------
                                                                                     $ --               $ --              $ --
                                                                                     ====               ====              ====

     YEAR ENDED JUNE 30, 2000                                                     FEDERAL              STATE             TOTAL
                                                                                  -------              -----             -----

     Current .........................................................               $ --               $ --              $ --
     Deferred.........................................................         (5,909,349)        (1,362,626)       (7,271,975)
     Valuation allowance .............................................          5,909,349          1,362,626         7,271,975
                                                                                ---------          ---------         ---------
                                                                                     $ --               $ --              $ --
                                                                                     ====               ====              ====
</TABLE>

     The following is a summary of deferred tax assets as of June 30, 2001:

<TABLE>
<CAPTION>
     Current Deferred Taxes:
<S>                                                                              <C>
             Inventory ...............................................           $489,814
             Accounts receivable .....................................             62,198
             Accrued expenses ........................................            931,376
             Signal settlement  ......................................          (367,336)
                                                                                ---------
             Total current  ..........................................          1,141,796
                                                                                ---------
     Non-Current Deferred Taxes:
             Depreciation ............................................            134,880
             NOL carry-forwards.......................................         14,155,741
                                                                               ----------
             Total non-current........................................         14,290,621
                                                                               ----------

     Total deferred tax assets........................................         15,432,417
     Valuation allowance..............................................        (15,432,417)
                                                                              -----------
     Net deferred tax assets..........................................               $ --
                                                                                     ====
</TABLE>


                                       27
<PAGE>


                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     As of June 30, 2001, the Company had net operating loss carry-forwards of
$33.8 million available to be used to offset future income. Such loss
carry-forwards expire between 2012 and 2020.

     A reconciliation of the federal statutory rate to the Company's effective
tax rate is as follows:

<TABLE>
<CAPTION>
                                                                         % OF PRETAX EARNINGS
                                                                          YEARS ENDED JUNE 30,
                                                                            2001       2000
                                                                            ----       ----

<S>                                                                       <C>        <C>
     Federal statutory tax rate  ......................................    (34.0)%    (34.0)%
     Net operating loss not producing a current tax benefit............     34.0       34.0
                                                                            ----       ----
     Effective income tax rate ........................................       --%        --%
                                                                             ===        ===
</TABLE>

9.   STOCKHOLDERS' DEFICIENCY

a.   Common and Preferred Stock

     At June 30, 2001, the Company had outstanding 169,843,524 shares of Common
Stock and no shares of its preferred stock. In addition, at June 30, 2001, the
Company had 28,444,902 shares of Common Stock reserved for issuance pursuant to
stock options and warrants outstanding as of that date.

b.   Stock Options

     The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock option plans. Accordingly, no compensation cost has
been recognized for the fixed portion of its stock option plans. Had
compensation cost for the Company's fixed stock options been determined based on
fair value at the grant dates consistent with SFAS No. 123, "Accounting for
Stock-Based Compensation to Employees," the Company's net loss attributable to
common stockholders and net loss per share would have increased to the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
                                                                                      2001                             2000
                                                                                      ----                             ----
                                                                                As             Pro                As            Pro
                                                                          Reported           Forma          Reported          Forma
                                                                          --------           -----          --------          -----
<S>                                                                   <C>             <C>              <C>            <C>
Net loss attributable to common stockholders .................        $(4,110,094)    $(4,739,898)     $(17,304,186)  $(17,327,948)
Net loss per share - basic and diluted .......................             $(0.03)         $(0.03)          $(0.60)        $(0.60)
</TABLE>

     The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted average
assumptions used for grants. In the fiscal years ended 2001 and 2000, there were
options to purchase 25.3 million and 20,000 shares of the Company's Common Stock
granted, respectively. The options granted during fiscal 2000 were forfeited
during that fiscal year. The weighted average fair value of options granted
using the Black-Scholes option pricing model during fiscal 2001 was $0.16 per
share.

<TABLE>
<CAPTION>
                                                                         2001            2000
                                                                         ----            ----
<S>                                                                    <C>              <C>
     Dividend yield .........................................              --              --
     Expected volatility.....................................          279.0%           45.8%
     Risk-free interest rate.................................            5.4%            5.2%
     Expected option lives, in years.........................             8.3             8.4
</TABLE>

     In May 1997, the Company adopted the Stock Compensation Program which
authorizes the granting of incentive stock options, non-qualified supplementary
options, stock appreciation rights, performance shares and stock bonus awards to
employees and consultants of the Company (the "Employee Plans"). The Stock
Compensation Program also authorizes automatic option grants to directors who
are not otherwise employed by the Company (the "Independent Director Plan"). A
total of 12.7 million shares of Common Stock are reserved for issuance in
connection with the Stock Compensation Program, of which up to 12.5 million
shares may be issued under the Employee Plans and up to 150,000 shares may be
issued under the Independent Director Plan.

                                       28
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     In the event that an option or award granted under the Stock Compensation
Program expires, is terminated or forfeited or certain performance objectives
with respect thereto are not met prior to exercise or vesting, then the number
of shares of Common Stock covered thereby will again become eligible for grant
under the Stock Compensation Program.

          A summary of the status of the Stock Compensation Program and options
granted outside the Stock Compensation Program at June 30, 2001 and June 30,
2000 is presented below:

<TABLE>
<CAPTION>
                                                                           2001                                  2000
                                                                           ----                                  ----
                                                                                     WEIGHTED                              WEIGHTED
                                                                       WEIGHTED       AVERAGE                WEIGHTED       AVERAGE
                                                          SHARES        AVERAGE     REMAINING      SHARES     AVERAGE     REMAINING
STOCK COMPENSATION PROGRAM                            UNDERLYING       EXERCISE   CONTRACTUAL  UNDERLYING    EXERCISE   CONTRACTUAL
--------------------------                               OPTIONS          PRICE          LIFE     OPTIONS       PRICE          LIFE
                                                         -------          -----          ----     -------       -----          ----
<S>                                                  <C>             <C>           <C>         <C>           <C>         <C>
Outstanding at beginning of year..................     2,310,800        $  0.55       7 Years   2,736,000     $  0.55       7 Years
Granted...........................................     6,551,739           0.54      10 Years      40,000        0.48       8 Years
Forfeited ........................................        38,500           0.55           N/A     465,200        0.55           N/A
                                                          ------                                  -------

Outstanding at end of year........................     8,824,039        $  0.54       8 Years   2,310,800     $  0.55       7 Years
                                                       =========                                =========

Exercisable at end of year........................     2,272,300        $  0.55       6 Years   2,140,800     $  0.55       7 Years
                                                       =========                                =========


STOCK OPTIONS OUTSIDE THE STOCK COMPENSATION PROGRAM
----------------------------------------------------

Outstanding at beginning of year .................       750,000        $  0.57       2 Years     750,000     $  0.57       3 Years
Founder options granted...........................    12,665,308           0.54       9 Years          --         N/A           N/A
Other options granted.............................     6,105,555           0.54       9 Years          --         N/A           N/A
                                                       ---------                                       --

Outstanding at end of year........................    19,520,863         $ 0.54       9 Years     750,000     $  0.57       2 Years
                                                      ==========                                  =======

Exercisable at end of year........................    19,520,863        $  0.54       9 Years     750,000     $  0.57       2 Years
                                                      ==========                                  =======
</TABLE>

c.   Warrants

     As of June 30, 2001, the Company had outstanding its Common Stock Purchase
Warrants, Series J (as amended, the "Series J Warrants"), which were issued in
October 1998 in connection with the renewal and extension of the Company's
lending facility with North Fork Bank and as of June 30, 2001 were exercisable
for an aggregate of 100,000 shares of Common Stock at an exercise price of $0.55
per share (subject to adjustment in certain circumstances). The Series J
Warrants expire on January 1, 2003. The fair value of the Series J Warrants was
estimated on the date of issuance using the Black-Scholes option pricing model.
The significant assumptions used to value the Series J Warrants included a risk
free rate of 6.4%, an annualized variability of daily return of 45.8% and a fair
value of the Common Stock underlying the Series J Warrants of $0.34. These
assumptions resulted in an aggregate fair value of $0 for the Series J Warrants;
therefore, no compensation expense was recorded.

d.   Stock Subscriptions Receivable

     As of June 30, 2001, two former officers of the Company owed the Company
$97,850 and $56,600 for Common Stock purchased from the Company. By agreement,
such amounts are payable at the rate of $.25 per common share as shares are
sold.

e.   Registration Rights

     In connection with the Transaction, the Company, L-3 and the Existing
Holders entered into a Registration Rights Agreement (the "Registration Rights
Agreement"). Pursuant to the terms of the Registration Rights Agreement, L-3 (or
certain qualifying holders of shares purchased by L-3) has the right to demand
at any time that the Company effect the registration of the shares of Common
Stock acquired by L-3 for offering and sale under applicable securities laws
(subject to certain black-out provisions described below). L-3 (or such
qualifying successors) have the right to make four such demands. Under the
Registration Rights Agreement, one or more Existing Holders meeting certain
requirements have the right to demand that the Company effect the registration
of the shares of Common Stock acquired by such Existing Holders (and any other
Existing Holders who timely agree to participate in such offering) for offering
and sale under applicable securities laws (subject to certain black-out
provisions described below). The Existing Holders have the right to make two
such demands. A registration effected pursuant to the provisions described above
is hereinafter referred to as a "Long-Form Registration."

                                       29
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     In addition, if the Company is eligible to effect such registration on Form
S-3 (or a successor form), L-3 and the Existing Holders have the unlimited right
to demand that the Company effect the registration of their shares of Common
Stock (a "Short-Form Registration") so long as the shares to be offered for the
benefit of the requesting holders (and any other parties to the Registration
Rights Agreement who timely agree to participate in such offering) are
reasonably expected to have an aggregate offering price of at least $1.0
million.

     The Company is not required to prepare and file a registration statement
pursuant to a Long-Form Registration for a period of not more than 90 days
following receipt by the Company of a request for registration, if (i) the
Company in good faith gives written notice within five days after such receipt
by the Company of such request that the Company is commencing to prepare a
Company-initiated registration statement, and (ii) the Company actively employs
in good faith all reasonable efforts to cause such registration statement to
become effective.

     If the Company receives a request to effect a Long-Form Registration within
90 days of the date on which a previous registration statement filed pursuant to
a Long-Form Registration has become effective, the Company is not required to
commence preparation of such Long-Form Registration in accordance with such
request until 90 days have elapsed since such effective date.

     If the Company furnishes to the persons requesting registration a
certificate signed by the chief executive or chief financial officer of the
Company stating that the Company, in good faith, has determined that (i) there
exists material non-public information about the Company which the Company has a
bona fide business purpose for preserving as confidential, or (ii) is
undertaking (or is about to undertake) a proposed acquisition or financing that
would significantly impact the pricing of the contemplated public offering, and
in each case the Company provides such persons written notice thereof promptly
after the Company makes such determination, then the Company has the right to
defer the filing or the declaration of effectiveness of a registration
statement, for a period of not more than (A) 90 days, in the case of a Long-Form
Registration, or (B) 60 days, in the case of a Short-Form Registration, after
receipt of the request to register; provided, however, that the Company is not
entitled to defer such filing or declaration of effectiveness more than 120 days
in any 12-month period.

     The parties to the Registration Rights Agreement also have unlimited "piggy
back" rights with respect to any registration effected by the Company for its
own account or for the account of another person (other than registrations
relating to sales of securities to participants in a Company stock plan or in a
transaction covered by Rule 145 promulgated under the Securities Act of 1933, as
amended), subject to certain cut-back provisions.

     The Company will be required to bear all expenses incurred in effecting any
Long-Form Registration and up to six Short-Form Registrations, including the
fees and disbursements of any counsel or accountant retained by the holders of
more than 50% of the stock being registered, but excluding underwriting
discounts and brokerage fees or commissions. In addition, the Company has agreed
to indemnify participants in any registration for certain liabilities, including
liabilities arising under applicable securities laws, and is obligated to
contribute to any damages paid by such participants if such indemnification is
unavailable to such participants.

10.  LOSS PER SHARE

     The Company accounts for earnings per share in accordance with SFAS No.
128, "Earnings Per Share." SFAS No. 128 requires presentation of basic and
diluted earnings per share. Basic earnings per share excludes dilution and is
computed by dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted loss per
common share was computed by dividing the net loss by the weighted average
number of shares of Common Stock outstanding during each of the years presented.
The loss per share calculations for 2001 and 2000 do not give effect to common
stock equivalents because they would have an antidilutive effect.

11.  COMMITMENTS AND CONTINGENCIES

a.   Lease Agreements

     The Company is obligated under several non-cancelable leases for office
space and equipment rentals. Annual minimum lease payments under non-cancelable
operating leases as of June 30, 2001 were as follows:

     Fiscal year ending June 30, 2002...............................    $387,537
     Fiscal year ending June 30, 2003...............................     385,255
     Fiscal year ending June 30, 2004...............................     265,443
     Fiscal year ending June 30, 2005...............................       2,817
                                                                      ----------
          Total  ...................................................  $1,041,052
                                                                      ==========

     Rent expense for continuing operations for the fiscal years ended June 30,
2001 and 2000 approximated $200,000 and $300,000, respectively.

                                       30
<PAGE>

                        LOGIMETRICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

b.   Employment Agreements

     In connection with the Transaction, the Company entered into employment
agreements (the "Employment Agreements") with Charles S. Brand and Norman M.
Phipps. Pursuant to the Employment Agreements, Mr. Brand and Mr. Phipps each
receive an annual base salary of $210,000. The base salary is subject to
periodic increases at the discretion of the Board of Directors. Under his
Employment Agreement, Mr. Phipps was granted an option to acquire 750,000 shares
of Common Stock at an exercise price of $0.54 per share (subject to adjustment
in certain circumstances) (the "Phipps Option"). The Phipps Option vests in
equal installments of one-third per year and expires, subject to earlier
termination, as defined, ten years from the date of grant. Under the Employment
Agreements, the Company agreed to reimburse Mr. Brand and Mr. Phipps for the
costs of maintaining a $1.0 million term-life insurance policy for the benefit
of each of Mr. Brand and Mr. Phipps, subject to a cap of $2,000 per annum. Mr.
Brand and Mr. Phipps also are entitled to participate in certain compensation
and employee benefit plans maintained by the Company. In the event of the
termination of employment by the Company (other than upon death, permanent
disability or a termination for "Cause" (as defined in the Employment
Agreements)) or a termination of employment by the employee for "Good Reason"
(as so defined), each of Mr. Brand and Mr. Phipps would be entitled to receive
his then-current base salary for a period equal to the greater of (i) the
remainder of the term of his employment agreement, and (ii) 12 months (in the
case of Mr. Brand) or six months (in the case of Mr. Phipps) from the effective
date of termination. The Phipps Option will vest immediately upon a termination
of employment giving Mr. Phipps the right to continue to receive his base salary
as described above or upon the occurrence of a "Change in Control Event" (as
defined in the Phipps Option). The Employment Agreements also contain certain
non-competition, confidentiality and intellectual property ownership covenants.

c.   Legal Proceedings

     From time to time, the Company is subject to routine claims incidental to
the operation of its business. Management believes that none of such litigation
will have a material adverse effect upon the Company's results of operations or
financial condition.

12.  MAJOR CUSTOMERS

     One customer accounted for 53% and 60% of revenues for the years ended June
30, 2001 and 2000, respectively. Another customer accounted for 69% of the
Company's accounts receivable at June 30, 2001.

     Sales to customers in Canada accounted for 92% and 95% of revenues for the
fiscal years ended June 30, 2001 and 2000, respectively.

13.  PENSION PLAN

     The Company had one defined contribution plan covering eligible full-time
employees as of June 30, 2001. Participation in the plan is voluntary and
participants may contribute up to 15% of their compensation, subject to federal
limitations. The mmTech, Inc. 401(k) Plan and Trust (the "mmTech Plan") provides
for a Company match of 5% of participant contributions, and a discretionary
amount based on profitability. Discretionary Company contributions are vested
ratably over a six-year period. Company contributions totaled $4,000 for both
the fiscal years ended June 30, 2001 and 2000 under the mmTech Plan. The Company
made no discretionary contributions to the mmTech Plan in the fiscal years ended
June 30, 2001 and 2000.

14.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     Mr. Brand lent certain amounts to mmTech on an as-needed basis to fund a
portion of mmTech's working capital requirements. The amount advanced by Mr.
Brand was $1.0 million at July 12, 2000. Pursuant to an agreement between Mr.
Brand and the Company, the Company agreed to pay interest on the unpaid advances
at a rate of 7.0% per annum. Mr. Brand's advances were repaid with a portion of
the net proceeds of the Transaction.

     Mr. Brand owns 40% of the outstanding common stock of Advanced Control
Components, Inc. ("ACC"). During the fiscal year ended June 30, 2001, the
Company sublet space from ACC and incurred rent expense of $11,000. Employees of
the Company perform services for ACC and employees from ACC perform services for
the Company from time to time. The Company utilizing such services pays to the
company providing such services an amount equal to two times the base hourly
salary of the employees providing such services for the number of hours
involved. Pursuant to such arrangements, ACC incurred expenses of $36,000 and
$126,000 and the Company incurred no expense and $5,000 for the fiscal years
ending June 30, 2001 and June 30, 2000, respectively. At June 30, 2001, ACC owed
the Company approximately $11,000.

15.  SUBSEQUENT EVENT

     On July 5, 2001 and October 1, 2001, L-3 acquired an aggregate of 1.4
million Additional Shares for an aggregate purchase price of $2.2 million.


                                       31
<PAGE>

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

     None.

                                                         PART III

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

     The following table sets forth certain information as of August 31, 2001
regarding the Company's executive officers and directors as of June 30, 2001.

<TABLE>
<CAPTION>
NAME                                   AGE      POSITION WITH THE COMPANY
----                                   ---      -------------------------
<S>                                    <C>      <C>
John S. Mega                           48       Acting President and Director
Charles S. Brand                       61       Senior Vice President of Technology and Acting General Manager --
                                                New Jersey Operations
Christopher C. Cambria                 43       Vice President, Secretary and Director
James C. Ebbesen                       41       Controller
James R. Meckstroth(1)                 51       Senior Vice President - Operations
Norman M. Phipps(2)                    41       Senior Vice President of Administration and Director
Jean-Francois Carreras(3)              51       Director
Jay B. Langner                         72       Director
Frank C. Lanza                         69       Director
Robert V. LaPenta                      56       Director
</TABLE>

------------------
     (1) Mr. Meckstroth's employment terminated in August 2001.
     (2) Mr. Phipps resigned as a director in August 2001.
     (3) Mr. Carreras resigned as a director in August 2001.

     John S. Mega. Mr. Mega has been Acting President of the Company since July
2000 and a director of the Company since September 2000. Mr. Mega has been a
Vice President of L-3 and President of L-3's Microwave Group since April 1997.
From April 1996, when Loral Space & Communications, Ltd ("Loral") was acquired
by Lockheed Martin Corporation ("Lockheed Martin") until April 1997, Mr. Mega
was a Vice President and Chief Financial Officer of Lockheed Martin's Tactical
Defense Systems business. Prior to the April 1996 acquisition of Loral, Mr. Mega
was a Corporate Group Controller for Loral.

     Charles S. Brand. Mr. Brand has been the Company's Senior Vice President of
Technology and Acting General Manager -- New Jersey Operations since July 2000.
From March 1998 until July 2000, Mr. Brand served as the Company's Chairman of
the Board of Directors and Chief Technical Officer. From April 1997 to March
1998, Mr. Brand was the Chairman and Chief Executive Officer of the Company.
From February 1994 to April 1997, Mr. Brand was the President of mmTech prior to
its acquisition by the Company. Prior to founding mmTech, Mr. Brand was the
founder and President of Trontech, Inc., a manufacturer of solid state
amplifiers used in military applications and wireless equipment for the cellular
and PCS markets, which was subsequently sold in December 1986 to Dynatech
Corporation. Mr. Brand has been involved in the development of broadband
wireless telecommunications systems for over twelve years.

     Christopher C. Cambria Mr. Cambria has been the Secretary of the Company
since July 2000 and a director of the Company since September 2000. Mr. Cambria
has been a Senior Vice President, Secretary and General Counsel of L-3 since
March 2001. From June 1997 until February 2001, Mr. Cambria was a Vice
President, Secretary and General Counsel of L-3. From 1994 until joining L-3,
Mr. Cambria was an associate with Fried, Frank, Harris, Shriver & Jacobson. From
1986 until 1993, he was an associate with Cravath, Swaine & Moore.

     James C. Ebbesen. Mr. Ebbesen has been the Controller of the Company since
April 1997. From 1992 until joining the Company, Mr. Ebbesen served as District
Controller for Laidlaw Transit, Inc., a transportation service provider.

     James R. Meckstroth. From December 1998 until August 2001, Mr. Meckstroth
served as the Company's Senior Vice President -- Operations. Mr. Meckstroth
acted as a consultant to the Company from July 1998 to December 1998. From
August 1997 to July 1998, Mr. Meckstroth served as Senior Vice President -
Global Operations for Glenayre Electronics, Inc. From July 1994 to August 1997,
Mr. Meckstroth was Vice President of Engineering for Glenayre's Wireless
Messaging Group.

     Norman M. Phipps. Mr. Phipps has been the Company's Senior Vice President
of Administration since July 2000. From March 1996 until August 2001, Mr. Phipps
also served as a director of the Company. From April 1997 until July 2000, Mr.
Phipps served as President and Chief Operating Officer of the Company and from
March 1998 to July 2000 also served as the Company's interim Chief Financial
Officer. From May 1996 to April 1997, Mr. Phipps served as Chairman of the Board
of Directors and Acting President of the Company. Prior to May 1996, Mr. Phipps
was a private investment adviser. Mr. Phipps is a director of Avery
Communications, Inc., a telecommunications service company providing billing and
collection services for inter-exchange carriers and long-distance resellers.

                                       32
<PAGE>

     Jean-Francois Carreras. Mr. Carreras was a director of the Company from
April 1997 until his resignation in August 2001. Since October 1994, Mr.
Carreras has been a partner in the Paris law firm of Sokolow, Dunaud, Mercadier
and Carreras. From October 1994 to July 1995, Mr. Carreras was also a partner in
the law firm of Arent, Fox, Kintner, Plotkin & Kahn.

     Jay B. Langner. Mr. Langner has been a director of the Company since July
2000. Mr. Langner has been the Honorary Chairman of Hudson General Corporation
(an aviation services company) since April 1999. From 1961 to 1999, Mr. Langner
served in various capacities for Hudson General, including Chairman and Chief
Executive Officer. Mr. Langner has been the Chairman of Montefiore Medical
Center since 1986 and is a director of the Gregorian University Foundation and a
trustee of the Orpheus Chamber Orchestra. Mr. Langner also serves as a director
of Petroquest Energy, Inc.

     Frank C. Lanza. Mr. Lanza has been a director of the Company since
September 2000. Mr. Lanza has been the Chairman and Chief Executive Officer and
Director of L-3 since April 1997. From April 1996, when Loral was acquired by
Lockheed Martin, until April 1997, Mr. Lanza was Executive Vice President of
Lockheed Martin, a member of Lockheed Martin's Executive Council and Board of
Directors and President and Chief Operating Officer of Lockheed Martin's
command, control, communications and intelligence ("C(3)I") and Systems
Integration Sector, which comprised many of the businesses Lockheed Martin
acquired from Loral. Prior to the April 1996 acquisition of Loral, Mr. Lanza was
President and Chief Operating Officer of Loral, a position he held since 1981.

     Robert V. LaPenta. Mr. LaPenta has been a director of the Company since
September 2000. Mr. LaPenta has been the President and Chief Financial Officer
and Director of L-3 since April 1997. From April 1996 until April 1997, Mr.
LaPenta was a Vice President of Lockheed Martin and was Vice President and Chief
Financial Officer of Lockheed Martin's C(3)I and Systems Integration Sector.
Prior to the April 1996 acquisition of Loral, Mr. LaPenta was Loral's Senior
Vice President and Controller, a position he held since 1981. Mr. LaPenta is on
the Board of Trustees of Iona College and The American College of Greece, and is
a director of Core Software.

     Each director serves until the next annual meeting of stockholders or until
his successor is duly elected and qualified.

     The Board of Directors directs the management of the business and affairs
of the Company, as provided by Delaware law, and conducts its business through
meetings of the Board of Directors and three standing committees: the Audit
Committee, Compensation Committee, and Executive Committee. In addition, from
time to time, special committees may be established under the direction of the
Board of Directors when necessary to address specific issues. The Company does
not have a separate, standing nominating committee; however, the Board of
Directors performs the functions of such committee.

     The Company's former Board of Directors held one meeting prior to the
Transaction in order to approve the Transaction. All of the directors of the
Company at the time attended such meeting. Subsequent to the Transaction, the
Company's new Board of Directors did not meet and did not hold any committee
meetings during fiscal year 2001.

     The three standing committees of the Board of Directors are described
below:

     Audit Committee. The Audit Committee makes recommendations to the Board of
Directors with respect to the independent auditors of the Company's financial
statements, reviews the scope of the annual audit and meets periodically with
the Company's independent auditors to review their findings and recommendations,
reviews quarterly financial information and earnings releases prior to public
dissemination, approves major accounting policies and changes thereto and
periodically reviews the Company's principal internal accounting controls to
assure that the Company maintains an appropriate system of financial control.
The Audit Committee did not meet during fiscal 2001.

     Compensation Committee. The Compensation Committee periodically reviews and
determines the amount and form of compensation and benefits payable to the
Company's principal executive officers and certain other management personnel.
The Compensation Committee also administers certain of the Company's employee
benefit plans. The Compensation Committee did not meet during fiscal 2001.

     Executive Committee. The Executive Committee exercises such authority as is
delegated to it from time to time by the full Board of Directors. The Executive
Committee did not meet during fiscal 2001.

     Since there have been no meetings of the Board of Directors subsequent to
the Transaction, the membership of these committees has not been determined.

     The Company currently does not regularly compensate directors for their
service to the Company. However, directors are reimbursed for out-of-pocket
expenses incurred in their capacity as directors of the Company.

     Pursuant to the terms of the Stock Compensation Program, each director who
has not been a full-time employee of the Company or any subsidiary for at least
the prior 12 months receives an option to purchase 20,000 shares of Common Stock
each year on the earlier of (i) the date of the Company's annual meeting of
stockholders, or (ii) June 1. In connection with the Transaction, the directors
who were entitled to receive such options waived their year 2000 option grant.
Options granted to such directors under the Stock Compensation Program have an
exercise price equal to the fair market value of the underlying shares of Common
Stock on the date of grant. See "Stock Compensation Program."


                                       33
<PAGE>

RIGHT TO DESIGNATE DIRECTORS

     In connection with the Transaction, the Company, L-3 and the Existing
Holders entered into a Stockholders Agreement, dated July 10, 2000 (the
"Stockholders Agreement"). Pursuant to the terms of the Stockholders Agreement,
the number of directors constituting the Board of Directors was set at seven.
The Existing Holders have the right to designate three directors so long as they
continue beneficially to own at least 15% of the outstanding Common Stock (as
determined pursuant to a specified formula). If the Existing Holders
beneficially own less than 15% of the outstanding Common Stock (as so
determined), the number of directors they have the right to appoint will be
reduced to two. If the Existing Holders beneficially own less than 10% of the
outstanding Common Stock, they no longer will have the right to designate
directors of the Company. L-3 has the right under the Stockholders Agreement to
designate the remaining members of the Board of Directors so long as it
continues to be the owner of at least 25% of the outstanding Common Stock (as so
determined). Pursuant to the terms of the Stockholders Agreement, the Existing
Holders designated as directors Messrs. Carreras, Phipps and Langner and L-3
designated as directors Messrs. Lanza, LaPenta, Cambria and Mega.

     Under the terms of the Stockholders Agreement, so long as L-3 remains the
owner of at least 25% of the Common Stock (as so determined), L-3 has a right of
first offer with respect to the proposed transfer, in one or a series of related
transactions, by a Major Selling Stockholder (as defined in the Stockholders
Agreement) of (i) 10% or more of the Common Stock Equivalents (as so defined),
other than in certain specified market transactions, or (ii) Common Stock
Equivalents which to the actual knowledge of the Major Selling Stockholder,
together with the holdings of Common Stock Equivalents of the person to which
the transfer is to be made, would result in such person owning more than 10% of
the Common Stock Equivalents (after giving effect to such transfer).

     Pursuant to the terms of the Stockholders Agreement, the Existing Holders
effected the conversion or exchange of their outstanding debt securities and
warrants, waived certain anti-dilution rights, including rights resulting from
the Transaction, waived certain registration and other rights and consented to
the Transaction.

     The Stockholders Agreement terminates upon the earliest to occur of (i) the
consummation of a Public Offering, (ii) with respect to L-3 or an Existing
Holder, when such party has effected the transfer of its entire ownership
interest in the Company, (iii) the consummation of a "Company Sale" (as defined
in the Stockholders Agreement) approved by a Special Director Majority (as
defined in the Stockholders Agreement) or a Special Stockholder Majority in
accordance with the Purchase Agreement, and (iv) the written mutual consent of
L-3 and the Existing Holders that collectively own a majority of the Common
Stock Equivalents then held by all Existing Holders.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Prior to the Transaction, the Company's Compensation Committee was
comprised of Dr. Brand and Mr. Carreras. Dr. Brand resigned as a director in
connection with the Transaction. Mr. Carreras resigned as a director in August
2001.

     No executive officer of the Company and no member of the Compensation
Committee during fiscal 2001 is a member of any other business entity that has
an executive officer that sits on the Company's Board of Directors or on the
Compensation Committee.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under Section 16(a) of the Exchange Act, the Company's directors and
executive officers and persons holding more than 10% of a registered class of
the Company's equity securities are required to file with the SEC and to provide
the Company with initial reports of ownership, reports of changes in ownership
and annual reports of ownership of common stock and other equity securities of
the Company. Based solely upon a review of such reports and any amendments
thereto which have been furnished to the Company, the Company believes that all
of such reporting persons complied with all applicable Section 16(a) filing
requirements in respect of the fiscal year ended June 30, 2001.


                                       34
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth certain information relating to compensation
paid to certain executive officers of the Company for services performed during
the fiscal year ended June 30, 2001 (collectively, the "Named Executive
Officers"):

                         SUMMARY COMPENSATION TABLE (1)
                               ANNUAL COMPENSATION

<TABLE>
<CAPTION>
                                                                                                       LONG-TERM
                                                                                                    COMPENSATION
                                                                                OTHER ANNUAL          SECURITIES        ALL OTHER
                                                SALARY              BONUS       COMPENSATION          UNDERLYING     COMPENSATION
NAME AND PRINCIPAL POSITION       FISCAL YEAR      ($)               ($)                ($)      OPTIONS/SARS(#)              ($)
---------------------------       -----------      ---               ---                ---      ---------------              ---
<S>                             <C>             <C>             <C>              <C>           <C>                      <C>
John S. Mega                      2001                 (2)           (2)                 --            300,000                 --
Acting President

Charles S. Brand                  2001           $ 419,734(3)    $31,500                  *                 --                 --
Senior Vice President of          2000           $  96,154(3)         --                  *                 --                 --
Technology and Acting             1999           $ 100,000(3)         --                  *                 --                 --
General Manager -- New
Jersey Operations

Norman M. Phipps                  2001           $ 304,058(4)    $31,500                  *           750,000(5)        $1,775(6)
Senior Vice President             2000           $ 108,251(4)         --                  *                 --          $1,775(6)
of Administration                 1999           $ 150,000            --                  *                 --          $1,775(6)

James R. Meckstroth(7)            2001           $ 169,192(8)    $36,362                  *            740,000                 --
Senior Vice                       2000           $ 147,310(8)         --                  *                 --                 --
President -- Operations           1999           $ 102,327(9)         --                  *            260,000                 --

Erik S. Kruger(10)                2001           $ 149,765(11)   $21,433                  *            400,000                 --
Vice President -- Finance and     2000           $ 108,869            --                  *                 --                 --
Administration                    1999           $ 116,858            --                  *                 --                 --

Christopher C. Cambria            2001            (12)              (12)                 --                 --                 --
Vice President and Secretary
</TABLE>


-------------------------

*    Represents less than the lesser of $50,000 or 10% of salary and bonus for
     each Named Executive Officer.

     (1)    The Company did not grant any stock appreciation rights or
            restricted stock and did not make any long-term incentive payments
            during the period covered by the Summary Compensation Table.

     (2)    Mr. Mega is a full-time employee of L-3 and is not separately
            compensated for services rendered to the Company.

     (3)    Mr. Brand deferred salary of $103,846 during fiscal 2000 and
            $100,000 during fiscal 1999. All of such amounts were paid upon
            consummation of the Transaction.

     (4)    Mr. Phipps deferred salary of $72,518 during fiscal 2000, all of
            which was paid upon consummation of the Transaction.

     (5)    Excludes options covering an aggregate of 129,282 shares designated
            to Mr. Phipps. See Item 12. Certain Relationships and Related
            Transactions.

     (6)    Represents life insurance premiums for which Mr. Phipps was
            reimbursed by the Company.

     (7)    Mr. Meckstroth's employment with the Company terminated in August
            2001.

     (8)    Mr. Meckstroth deferred salary of $3,192 during fiscal 2000, all of
            which was paid upon consummation of the Transaction.

     (9)    Includes consulting fees paid to Mr. Meckstroth prior to his
            employment by the Company in December 1998.

     (10)   Mr. Kruger's employment with the Company terminated in April 2001.

     (11)   Mr. Kruger deferred salary of $19,765 during fiscal 2000, all of
            which was paid upon consummation of the Transaction.

     (12)   Mr. Cambria is a full-time employee of L-3 and is not separately
            compensated for services rendered to the Company.

                                       35
<PAGE>

FISCAL YEAR-END OPTION GRANTS

The following table summarizes certain information relating to the grant of
options to purchase Common Stock to each of the Named Executive Officers during
the fiscal year ended June 30, 2001:

                    OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)

<TABLE>
<CAPTION>
                                                        NUMBER OF                 % OF TOTAL
                                                       SECURITIES               OPTIONS/SARS
                                                       UNDERLYING                 GRANTED TO    EXERCISE OR
                                                     OPTIONS/SARS               EMPLOYEES IN     BASE PRICE        EXPIRATION
NAME                                                  GRANTED (#)           FISCAL YEAR (2)       ($/SHARE)              DATE
----                                                  -----------           ----------------      ---------              ----
<S>                                                  <C>                   <C>                    <C>           <C>
John S. Mega ...............................              300,000                       4.6%          $0.54     July 10, 2010

Charles S. Brand ...........................                   --                         --             --                --

Norman M. Phipps ...........................              750,000 (3)                  11.5%          $0.54     July 10, 2010

James R. Meckstroth ........................              740,000                      11.3%          $0.54     July 10, 2010

Erik S. Kruger .............................              400,000                       6.1%          $0.54     July 10, 2010

Christopher C. Cambria .....................                   --                         --             --                --

James C. Ebbesen ...........................               50,500                       0.8%          $0.54     July 10, 2010
</TABLE>

------------------

     (1)    The Company did not grant stock appreciation rights during the
            fiscal year ended June 30, 2001.
     (2)    Includes options covering an aggregate of 2.3 million shares issued
            to employees of L-3 pursuant to the Stock Compensation Program.
     (3)    Excludes options covering an aggregate of 129,282 shares designated
            to Mr. Phipps. See Item 12. Certain Relationships and Related
            Transactions.

FISCAL YEAR-END OPTION VALUES

     The following table sets forth information with respect to the Named
Executive Officers concerning unexercised options held by such Named Executive
Officers as of June 30, 2001. No stock options were exercised during the fiscal
year ended June 30, 2001.

                                      NUMBER OF SECURITIES UNDERLYING
                                        UNEXERCISED OPTIONS AT FISCAL
                                                             YEAR-END
NAME                                  (#)EXERCISABLE/UNEXERCISABLE(1)
----                                  -------------------------------

John S. Mega ....................................     300,000/200,000
Charles S. Brand.................................            20,000/0
Norman M. Phipps.................................   1,704,282/500,000
James R. Meckstroth..............................   1,000,000/643,333
Christopher C. Cambria...........................                 0/0
James C. Ebbesen.................................      105,500/33,667

     (1)    Based on an estimated market value of $0.16 per share for the Common
            Stock on June 30, 2001, no outstanding options held by any of the
            Named Executive Officers were in-the-money.

EMPLOYMENT AGREEMENTS AND COMPENSATION ARRANGEMENTS

     In connection with the Transaction, the Company entered into employment
agreements (the "Employment Agreements") with Messrs. Brand and Phipps. Pursuant
to the Employment Agreements, Mr. Brand and Mr. Phipps each receive an annual
base salary of $210,000. The base salary is subject to periodic increases at the
discretion of the Board of Directors. Under his Employment Agreement, Mr. Phipps
was granted an option to acquire 750,000 shares of Common Stock at an exercise
price of $0.54 per share (subject to adjustment in certain circumstances) (the


                                       36
<PAGE>

"Phipps Option"). The Phipps Option vests in equal installments of one-third per
year and expires, subject to earlier termination, as defined, ten years from the
date of grant. Under the Employment Agreements, the Company agreed to reimburse
Mr. Brand and Mr. Phipps for the costs of maintaining a $1.0 million term-life
insurance policy for the benefit of each of Mr. Brand and Mr. Phipps, subject to
a cap of $2,000 per annum. Mr. Brand and Mr. Phipps also are entitled to
participate in certain compensation and employee benefit plans maintained by the
Company. In the event of the termination of employment by the Company (other
than upon death, permanent disability or a termination for "Cause" (as defined
in the Employment Agreements)) or a termination of employment by the employee
for "Good Reason" (as so defined), each of Mr. Brand and Mr. Phipps would be
entitled to receive his then-current base salary for a period equal to the
greater of (i) the remainder of the term of his employment agreement, and (ii)
12 months (in the case of Mr. Brand) or six months (in the case of Mr. Phipps)
from the effective date of termination. The Phipps Option will vest immediately
upon a termination of employment giving Mr. Phipps the right to continue to
receive his base salary as described above or upon the occurrence of a "Change
in Control Event" (as defined in the Phipps Option). The Employment Agreements
also contain certain non-competition, confidentiality and intellectual property
ownership covenants.

STOCK COMPENSATION PROGRAM

     In May 1997, the Company adopted the Stock Compensation Program in order to
promote the interests of the Company, its direct and indirect present and future
subsidiaries and its stockholders by providing eligible persons with the
opportunity to acquire an ownership interest, or to increase their ownership
interest, in the Company as an incentive to remain in the service of the
Company. The Stock Compensation Program authorizes the granting of incentive
stock options, non-qualified stock options, stock appreciation rights,
performance shares and stock bonus awards to employees and consultants of the
Company and its subsidiaries, including those employees serving as officers or
directors of the Company (the "Employee Plans"). The Stock Compensation Program
also authorizes automatic option grants to directors who are not otherwise
employed by the Company (the "Independent Director Plan"). In connection with
the Transaction, the number of shares of Common Stock reserved for issuance
under the Stock Compensation Program was increased to 12.7 million, of which up
to 12.5 million shares may be issued under the Employee Plans and up to 150,000
shares may be issued under the Independent Director Plan. The Stock Compensation
Program is administered by the Compensation Committee of the Board of Directors
(the "Administrator").

     Options and awards granted under the Stock Compensation Program may have an
exercise or payment price as established by the Compensation Committee, provided
that the exercise price of incentive stock options granted under the Employee
Plans may not be less than the fair market value of the underlying shares on the
date of grant. Options granted under the Independent Director Plan must have an
exercise price equal to the fair market value of the underlying shares on the
date of grant.

     Unless otherwise provided at the date of grant, no option or award may vest
within one year of the date of grant and no option or award may be exercised
more than 10 years from the date of grant. Options granted under the Independent
Director Plan vest one year following the date of grant and expire if not
exercised on or before the fifth anniversary thereof. Unless otherwise specified
by the Compensation Committee, options and awards (other than pursuant to the
Independent Director Plan) vest in four equal installments on the first, second,
third and fourth anniversaries of the date of grant. Vesting of any option or
award granted under the Stock Compensation Program may be accelerated in certain
circumstances, including upon the occurrence of a "Change in Control Event" (as
defined in the Stock Compensation Program).

     Options and awards granted under the Stock Compensation Program are
nontransferable, except by will or by the laws of descent and distribution.
However, the Compensation Committee may permit the recipient of a non-incentive
stock option granted under the Employee Plans and options granted under the
Independent Director Plan to transfer the option to a family member or a trust
created for the benefit of family members. During the lifetime of a participant,
an option may be exercised only by the participant or a permitted transferee. In
the event that a participant's employment or service terminates as a result of
death, all vested awards will be paid to the participant's estate by the Company
and the participant's estate or any permitted transferee will have the right to
exercise vested options for a period ending on the earlier of the expiration
dates of such options or one year from the date of death. If the participant's
employment or service terminates as a result of retirement or a "disability" (as
set forth in the Stock Compensation Program), all vested awards will be paid to
the participant by the Company and the participant or any permitted transferee
will have the right to exercise vested options for a period ending on the
earlier of the expiration dates of such options or one year from the date of
termination. If the participant's employment or service terminates for cause,
all options and awards will expire automatically upon termination. If the
participant's employment or service terminates other than as a result of death,
disability, retirement, or termination for cause, the participant will have the
right to collect all vested awards immediately and the participant or any
permitted transferee will have the right to exercise vested options for a period
ending on the earlier of the expiration dates of such options or awards or 30
days from the date of termination, subject to extension at the discretion of the
Administrator, or three months from the date of termination in the case of
options granted pursuant to the Independent Director Plan. In all cases, any
unvested options or awards will terminate as of the date of termination of
employment or service.

     The Stock Compensation Program will terminate on April 30, 2007, unless
earlier terminated by the Board of Directors. No options or awards may be
granted under the Stock Compensation Program after its termination; however,
termination of the Stock Compensation Program will not affect the status of any
option or award outstanding on the date of termination.

TRANSACTION OPTION GRANTS

     Pursuant to the terms of the Transaction, options to purchase 150,000
shares of Common Stock were issued to each of Frank A. Brand, Jean-Francois
Carreras and Mark B. Fisher, former directors of the Company. These options have
an exercise price of $0.54 per share (subject to adjustment in certain
circumstances), are immediately exercisable and expire, subject to earlier
termination, ten years from the date of grant. In addition, as described above
under "Employment Agreements and Compensation Arrangements," Mr. Phipps received
an option to acquire

                                       37
<PAGE>

750,000 shares of Common Stock in connection with the execution of his new
employment agreement. Options to purchase an aggregate of 8.9 million shares of
Common Stock also were issued under the Stock Compensation Program to certain
other employees of the Company and to certain employees of L-3 to be designated
by L-3 in connection with the Transaction. All of such options have an exercise
price of $0.54 per share (subject to adjustment in certain circumstances), vest
in equal installments of one-third per year and expire, subject to earlier
termination, ten years from the date of grant. Pursuant to this grant, Mr. James
Meckstroth and Mr. Erik Kruger received options to acquire 740,000 shares and
400,000 shares of Common Stock, respectively.

     In addition, pursuant to the Transaction, options to purchase an aggregate
of 12.7 million shares of Common Stock were granted to L-3 and certain of the
Existing Holders (with each such party having the ability to direct all or part
of its options to certain parties). Options to acquire 129,282 shares were
directed to Mr. Phipps. These options have an exercise price of $0.54 per share
(subject to adjustment in certain circumstances), are immediately exercisable
and expire ten years from the date of grant.

ITEM 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Management.

     The following table sets forth information as of June 30, 2001 with respect
to beneficial ownership of the Common Stock by (i) each person serving as a
director on June 30, 2001, (ii) each Named Executive Officer serving as an
officer at June 30, 2001, and (iii) all executive officers and directors as of
June 30, 2001 as a group. The current mailing address of each person other than
Messrs. Lanza, LaPenta and Cambria is c/o LogiMetrics, Inc., 435 Moreland Road,
Hauppauge, New York 11788. The current mailing address of Messrs. Lanza, LaPenta
and Cambria is c/o L-3 Communications Corporation, 600 Third Avenue, New York,
New York 10016.

<TABLE>
<CAPTION>
                                                                        AMOUNT AND
NAME OF                                                                  NATURE OF      PERCENT OF
BENEFICIAL OWNER                                                     OWNERSHIP (1)           CLASS
----------------                                                     -------------           -----
<S>                                                                    <C>                   <C>
Charles S. Brand .........................................             16,906,810   (2)      9.95%

Norman M. Phipps  ........................................              3,740,347   (3)       2.2%

James R. Meckstroth ......................................                356,667   (4)          *

Frank C. Lanza ...........................................                     --   (5)         --

Robert V. LaPenta ........................................                     --   (5)         --

Jean-Francois Carreras ...................................                217,017   (6)          *

Christopher C. Cambria ...................................                     --   (5)         --

Jay B. Langner ...........................................                200,000   (7)          *

John S. Mega .............................................                100,000   (5) (8)      *

James C. Ebbesen .........................................                 71,833   (9)          *
                                                                           ------                -

All executive officers and directors
as a group (10 persons)  .................................             11,592,674            12.6%
</TABLE>


*    Less than 1%

(1)  Each stockholder possesses sole voting and investment power with respect to
     the shares listed, except as otherwise indicated. Includes shares of Common
     Stock, which the individual has the right to acquire within 60 days of June
     30, 2001.

(2)  Includes (i) 10,000,000 shares of Common Stock held by a limited liability
     company, the members of which consist of Mr. Brand and members of his
     family, and (ii) 20,000 shares of Common Stock issuable upon the exercise
     of stock options exercisable within 60 days of June 30, 2001.

(3)  Includes 1,204,282 shares of Common Stock issuable upon the exercise of
     stock options exercisable within 60 days of June 30, 2001.

(4)  Consists of 356,667 shares of Common Stock issuable upon the exercise of
     stock options exercisable within 60 days of June 30, 2001.

(5)  Excludes shares beneficially owned by L-3, as to which Messrs. Lanza,
     LaPenta, Cambria and Mega disclaim beneficial ownership.

(6)  Includes 190,000 shares of Common Stock issuable upon the exercise of stock
     options exercisable within 60 days of June 30, 2001.


                                       38
<PAGE>

(7)  Consists of 200,000 shares of Common Stock issuable upon the exercise of
     stock options exercisable within 60 days of June 30, 2001.

(8)  Consists of 100,000 shares of Common Stock issuable upon the exercise of
     stock options exercisable within 60 days of June 30, 2001.

(9)  Consists of 71,833 shares of Common Stock issuable upon the exercise of
     stock options exercisable within 60 days of June 30, 2001.

     Other Beneficial Owners.

     The following table sets forth certain information known by the Company
regarding the beneficial ownership of the Company's Common Stock, as of June 30,
2001, by each beneficial owner of more than five percent of the outstanding
Common Stock (calculated in accordance with Section 13(d) of the Exchange Act
and the rules promulgated thereunder). Except as otherwise indicated, the entity
listed below has sole voting and investing power with respect to all shares of
Common Stock beneficially owned by it.

<TABLE>
<CAPTION>
                                            AMOUNT AND NATURE
                                                OF BENEFICIAL           PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER            OWNERSHIP (1)           OF CLASS
------------------------------------            -------------           --------
<S>                                        <C>                        <C>
L-3 Communications Corporation                107,781,659 (2)              58.5%
  600 Third Avenue
  New York, NY 10016
</TABLE>


     (1)    Includes shares of Common Stock which the entity has the right to
            acquire within 60 days of June 30, 2001.

     (2)    Includes (i) 2,000,000 shares of Common Stock issuable upon the
            exercise by L-3 of its right to acquire the Additional Shares, (ii)
            5,555,555 issuable upon the exercise of the L-3 Option, and (iii)
            6,775,940 shares of Common Stock issuable upon the exercise of stock
            options granted to L-3 which are exercisable within 60 days of June
            30, 2001.

See Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act -- Right to Designate
Directors.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATED PARTY TRANSACTIONS

     DIRECTORS AND OFFICERS

     Mr. Brand lent certain amounts to mmTech on an as-needed basis to fund a
portion of mmTech's working capital requirements. The amount advanced by Mr.
Brand was $1.0 million at July 12, 2000. Pursuant to an agreement between Mr.
Brand and the Company, the Company agreed to pay interest on the unpaid advances
at a rate of 7.0% per annum. Mr. Brand's advances were repaid with a portion of
the net proceeds of the Transaction.

     Mr. Brand owns 40% of the outstanding common stock of Advanced Control
Components, Inc. ("ACC"). During the fiscal year ended June 30, 2001, the
Company sublet space from ACC and incurred rent expense of $11,000. Employees of
the Company perform services for ACC and employees from ACC perform services for
the Company from time to time. The Company utilizing such services pays to the
company providing such services an amount equal to two times the base hourly
salary of the employees providing such services for the number of hours
involved. Pursuant to such arrangements, ACC incurred expenses of $36,000 and
$126,000 and the Company incurred no expense and $5,000 for the fiscal years
ending June 30, 2001 and June 30, 2000, respectively. At June 30, 2001, ACC owed
the Company approximately $11,000.

     In April 2000, Mr. Phipps purchased 1.3 million shares of Common Stock from
the Company for $812,500, or $0.65 per share. In connection with the purchase,
$12,500 was paid in cash from the proceeds of a one-time bonus paid to Mr.
Phipps and the remainder was paid in the form of a non-recourse secured
promissory note (the "Phipps Note"). The Phipps Note did not bear interest, had
no fixed maturity date, and was secured by a pledge of the shares of Common
Stock purchased by Mr. Phipps. The Phipps Note would have been satisfied
automatically upon the occurrence of the Transaction, which would have
constituted a "Change in Control Event" (as defined in the Phipps Note). In
connection with the Transaction, the Company and Mr. Phipps agreed to rescind
the purchase of these shares and agreed that the Phipps Note would be deemed to
be canceled and of no further force or effect. Mr. Phipps also agreed to forego
certain payments that would have been owed to him by the Company in connection
with the satisfaction of the Phipps Note. The Company has been advised that, in
connection with the Transaction, Mr. Phipps entered into a stock purchase and
nominee agreement with an Existing Holder pursuant to which Mr. Phipps purchased
1.3 million shares of Common Stock from the Existing Holder and certain related
entities for an aggregate purchase price of $100,000 which was paid in the form
of a full recourse promissory note. The Company has been advised that this note
bears interest at a rate of 5% per annum and matures on December 31, 2003,
subject to earlier acceleration upon the occurrence of certain events. The
Company also has been advised that this note would be deemed satisfied by the
Existing Holder upon the occurrence of a Recovery Event (defined in the Phipps
Note as the recovery by the Existing Holder and certain related entities of
one-half or more of the amounts invested by such entities in the Company), and
that a Recovery Event has occurred.

                                       39
<PAGE>

     Pursuant to the terms of the Transaction, options to purchase 150,000
shares of Common Stock were issued to each of Frank A. Brand, Jean-Francois
Carreras and Mark B. Fisher, former directors of the Company. These options have
an exercise price of $0.54 per share (subject to adjustment in certain
circumstances), are immediately exercisable and expire, subject to earlier
termination, ten years from the date of grant.

     Options to purchase an aggregate of 8.9 million shares of Common Stock also
were issued under the Stock Compensation Program to certain employees of the
Company and to certain employees of L-3 to be designated by L-3 in connection
with the Transaction. All of such options have an exercise price of $0.54 per
share (subject to adjustment in certain circumstances), vest in equal
installments of one-third per year and expire, subject to earlier termination,
ten years from the date of grant.

     In addition, pursuant to the Transaction, options to purchase an aggregate
of 12.7 million shares of Common Stock were granted to L-3 and certain of the
Existing Holders (with each such party having the ability to direct all or part
of its options to certain parties). Options to acquire 129,282 shares were
directed to Mr. Phipps. These options have an exercise price of $0.54 per share
(subject to adjustment in certain circumstances), are immediately exercisable
and expire ten years from the date of grant.

     STOCKHOLDERS AGREEMENT

     Pursuant to the terms of the Stockholders Agreement, the number of
directors comprising the Board of Directors was set at seven. The Existing
Holders have the right to designate three directors so long as they continue
beneficially to own at least 15% of the outstanding Common Stock (as determined
pursuant to a specified formula). If the Existing Holders beneficially own less
than 15% of the outstanding Common Stock (as so determined), the number of
directors they have the right to appoint will be reduced to two. If the Existing
Holders beneficially own less than 10% of the outstanding Common Stock, they no
longer will have the right to designate directors of the Company. L-3 has the
right under the Stockholders Agreement to designate the remaining members of the
Board of Directors so long as it continues to be the owner of at least 25% of
the outstanding Common Stock (as so determined).

     Under the terms of the Stockholders Agreement, so long as L-3 remains the
owner of at least 25% of the Common Stock (as so determined), L-3 has a right of
first offer with respect to the proposed transfer, in one or a series of related
transactions, by a Major Selling Stockholder (as defined therein) of (i) 10% or
more of the Common Stock Equivalents, other than in certain specified market
transactions, or (ii) Common Stock Equivalents which to the actual knowledge of
the Major Selling Stockholder, together with the holdings of Common Stock
Equivalents of the person to which the transfer is to be made, would result in
such person owning more than 10% of the Common Stock Equivalents (after giving
effect to such transfer).

     Pursuant to the terms of the Stockholders Agreement, the Existing Holders
effected the conversion or exchange of their outstanding debt securities and
warrants, waived certain anti-dilution rights, including rights resulting from
the Transaction, waived certain registration and other rights and consented to
the Transaction.

     The Stockholders Agreement terminates upon the earliest to occur of (i) the
consummation of a Public Offering, (ii) with respect to L-3 or an Existing
Holder, when such party has effected the transfer of its entire ownership
interest in the Company, (iii) the consummation of a "Company Sale" (as defined
in the Stockholders Agreement) approved by a Special Director Majority or a
Special Stockholder Majority in accordance with the Purchase Agreement, and (iv)
the written mutual consent of L-3 and the Existing Holders that collectively own
a majority of the Common Stock Equivalents then held by all Existing Holders.

     REGISTRATION RIGHTS AGREEMENT

     In connection with the Transaction, the Company, L-3 and the Existing
Holders entered into a Registration Rights Agreement (the "Registration Rights
Agreement"). Pursuant to the terms of the Registration Rights Agreement, L-3 (or
certain qualifying holders of shares purchased by L-3) has the right to demand
at any time that the Company effect the registration of the shares of Common
Stock acquired by L-3 for offering and sale under applicable securities laws
(subject to certain black-out provisions described below). L-3 (or such
qualifying successors) have the right to make four such demands. Under the
Registration Rights Agreement, one or more Existing Holders meeting certain
requirements have the right to demand that the Company effect the registration
of the shares of Common Stock acquired by such Existing Holders (and any other
Existing Holders who timely agree to participate in such offering) for offering
and sale under applicable securities laws (subject to certain black-out
provisions described below). The Existing Holders have the right to make two
such demands. A registration effected pursuant to the provisions described above
is hereinafter referred to as a "Long-Form Registration."

     In addition, if the Company is eligible to effect such registration on Form
S-3 (or a successor form), L-3 and the Existing Holders have the unlimited right
to demand that the Company effect the registration of their shares of Common
Stock (a "Short-Form Registration") so long as the shares to be offered for the
benefit of the requesting holders (and any other parties to the Registration
Rights Agreement who timely agree to participate in such offering) are
reasonably expected to have an aggregate offering price of at least $1.0
million.

     The Company is not required to prepare and file a registration statement
pursuant to a Long-Form Registration for a period of not more than 90 days
following receipt by the Company of a request for registration, if (i) the
Company in good faith gives written notice within five days after such receipt
by the Company of such request that the Company is commencing to prepare a
Company-initiated registration statement, and (ii) the Company actively employs
in good faith all reasonable efforts to cause such registration statement to
become effective.

                                       40
<PAGE>

     If the Company receives a request to effect a Long-Form Registration within
90 days of the date on which a previous registration statement filed pursuant to
a Long-Form Registration has become effective, the Company is not required to
commence preparation of such Long-Form Registration in accordance with such
request until 90 days have elapsed since such effective date.

     If the Company furnishes to the persons requesting registration a
certificate signed by the chief executive or chief financial officer of the
Company stating that the Company, in good faith, has determined that (i) there
exists material non-public information about the Company which the Company has a
bona fide business purpose for preserving as confidential, or (ii) is
undertaking (or is about to undertake) a proposed acquisition or financing that
would significantly impact the pricing of the contemplated public offering, and
in each case the Company provides such persons written notice thereof promptly
after the Company makes such determination, then the Company has the right to
defer the filing or the declaration of effectiveness of a registration
statement, for a period of not more than (A) 90 days, in the case of a Long-Form
Registration, or (B) 60 days, in the case of a Short-Form Registration, after
receipt of the request to register; provided, however, that the Company is not
entitled to defer such filing or declaration of effectiveness more than 120 days
in any 12-month period.

     The parties to the Registration Rights Agreement also have unlimited "piggy
back" rights with respect to any registration effected by the Company for its
own account or for the account of another person (other than registrations
relating to sales of securities to participants in a Company stock plan or in a
transaction covered by Rule 145 promulgated under the Securities Act of 1933, as
amended), subject to certain cut-back provisions.

     The Company will be required to bear all expenses incurred in effecting any
Long-Form Registration and up to six Short-Form Registrations, including the
fees and disbursements of any counsel or accountant retained by the holders of
more than 50% of the stock being registered, but excluding underwriting
discounts and brokerage fees or commissions. In addition, the Company has agreed
to indemnify participants in any registration for certain liabilities, including
liabilities arising under applicable securities laws, and is obligated to
contribute to any damages paid by such participants if such indemnification is
unavailable to such participants.

     For a description of certain other transactions between the Company and
certain of its directors, executive officers and major stockholders, see Item 9.
Directors, Executive Officers, Promoters and Control Persons; Compliance With
Section 16(a) of the Exchange Act.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibits are filed as part of this Form 10-KSB:

NUMBER            DESCRIPTION

3.1         Certificate of Incorporation of the Company, as amended (previously
            filed as Exhibit 3.1 to the Company's Annual Report on Form 10-KSB
            for the fiscal year ended June 30, 1999 (file no. 0-10696) and
            incorporated herein by reference).

3.2         By-laws of the Company, as amended (previously filed as Exhibit 3.2
            to the Company's Annual Report on Form 10-KSB for the fiscal year
            ended June 30, 1999 (file no. 0-10696) and incorporated herein by
            reference).

4.1         Form of Series J Warrant, as amended (previously filed as Exhibit
            4.13 to the Company's Annual Report on Form 10-KSB for the fiscal
            year ended June 30, 1998 (file no. 0-10696) and incorporated herein
            by reference).

10.1        Purchase Agreement, dated July 10, 2000, by and between the Company
            and L-3 Communications Corporation ("L-3") (previously filed as
            Exhibit 99.1 to the Company's Current Report on Form 8-K, dated July
            11, 2000 (file no. 0-10696) and incorporated herein by reference).

10.2        Secured Promissory Note, dated July 10, 2000, issued by L-3 in favor
            of the Company (previously filed as Exhibit 99.2 to the Company's
            Current Report on Form 8-K, dated July 11, 2000 (file no. 0-10696)
            and incorporated herein by reference).

10.3        Stock Pledge Agreement, dated July 10, 2000, executed by L-3 in
            favor of the Company (previously filed as Exhibit 99.3 to the
            Company's Current Report on Form 8-K, dated July 11, 2000 (file no.
            0-10696) and incorporated herein by reference).

10.4        Stockholders Agreement, dated July 10, 2000, by and among the
            Company, L-3 and certain other parties thereto (previously filed as
            Exhibit 10.4 to the Company's Annual Report on Form 10-KSB for the
            fiscal year ended June 30, 1999 (file no. 0-10696) and incorporated
            herein by reference).

10.5        Registration Rights Agreement, dated July 10, 2000, by and among the
            Company, L-3 and certain other parties thereto (previously filed as
            Exhibit 10.5 to the Company's Annual Report on Form 10-KSB for the
            fiscal year ended June 30, 1999 (file no. 0-10696) and incorporated
            herein by reference).

10.6        Non-Qualified Stock Option Agreement, dated July 10, 2000, by and
            between the Company and L-3 (previously filed as Exhibit 10.6 to the
            Company's Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1999 (file no. 0-10696) and incorporated herein by
            reference).

                                       41
<PAGE>

10.7        Agreement of Lease, dated as of April 22, 1997, by and between the
            Company and Reckson FS Limited Partnership (previously filed as
            Exhibit 10.12 to the Company's Annual Report on Form 10-KSB for the
            fiscal year ended June 30, 1997 (file no. 0-10696) and incorporated
            herein by reference).

10.8        Lease, dated November 30, 1998, by and between 611 Industrial Way,
            L.L.C. and the Company (previously filed as Exhibit 10.24 to the
            Company's Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1998 (file no. 0-10696) and incorporated herein by
            reference).

10.9        Employment Agreement, dated as of July 10, 2000, by and between the
            Company and Charles S. Brand (previously filed as Exhibit 99.6 to
            the Company's Current Report on Form 8-K, dated July 11, 2000 (file
            no. 0-10696) and incorporated herein by reference).

10.10       Employment Agreement, dated as of July 10, 2000, by and between the
            Company and Norman M. Phipps with the Non-Qualified Stock Option
            Agreement, dated as of July 10, 2000, by and between the Company and
            Norman M. Phipps attached as Schedule A thereto (previously filed as
            Exhibit 10.32 to the Company's Annual Report on Form 10-KSB for the
            fiscal year ended June 30, 1999 (file no. 0-10696) and incorporated
            herein by reference).

10.11       LogiMetrics, Inc. 1997 Stock Compensation Program, as amended
            (previously filed as Exhibit 10.43 to the Company's Annual Report on
            Form 10-KSB for the fiscal year ended June 30, 1999 (file no.
            0-10696) and incorporated herein by reference).

10.12       Form of Indemnification Agreement for Directors (previously filed as
            Exhibit 10.24 to the Company's Annual Report on Form 10-KSB for the
            fiscal year ended June 30, 1997 (file no. 0-10696) and incorporated
            herein by reference).

10.13       Legacy Group I Loans Extension Agreement dated as of November 15,
            2001.

21.1        List of the Company's Subsidiaries (previously filed as Exhibit 21.1
            to the Company's Annual Report on Form 10-KSB for the fiscal year
            ended June 30, 1997 (file no. 0-10696) and incorporated herein by
            reference).

(b) Reports on Form 8-K: None.



                                       42
<PAGE>
                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       LOGIMETRICS, INC.

Date: November 21, 2001            By: /s/ John S. Mega
                                       ----------------
                                   JOHN S. MEGA
                                   ACTING PRESIDENT

          In accordance with the requirements of the Securities and Exchange Act
of 1934, as amended, this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates indicated.

Date: November 21, 2001            By: /s/ Frank C. Lanza
                                       ------------------
                                   FRANK C. LANZA
                                   CHAIRMAN OF THE BOARD

Date: November 21, 2001            By: /s/ John S. Mega
                                       ----------------
                                   JOHN S. MEGA
                                   ACTING PRESIDENT
                                   (PRINCIPAL EXECUTIVE OFFICER)

Date: November 21, 2001            By: /s/ James C. Ebbesen
                                       --------------------
                                   JAMES C. EBBESEN
                                   CONTROLLER
                                   (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

Date: November 21, 2001            By: /s/ Christopher C. Cambria
                                       --------------------------
                                   CHRISTOPHER C. CAMBRIA
                                   VICE PRESIDENT, SECRETARY AND DIRECTOR

Date: November 21, 2001            By: /s/ Jay B. Langner
                                       ------------------
                                   JAY B. LANGNER, DIRECTOR

Date: November 21, 2001            By: /s/ Robert V. LaPenta
                                       ---------------------
                                   ROBERT V. LAPENTA
                                   DIRECTOR

                                       43