<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 10-Q



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

FOR THE QUARTER ENDED     September 30, 1997

COMMISSION FILE NUMBER 1-8037




                              AEROFLEX INCORPORATED


             (Exact name of Registrant as specified in its Charter)

                DELAWARE                                      11-1974412
      (STATE OR OTHER JURISDICTION                         (I.R.S. EMPLOYER
    OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

          35 SOUTH SERVICE ROAD
             PLAINVIEW, N.Y.                                     11803
(Address of principal executive offices)                      (Zip Code)

                                 (516) 694-6700
              (Registrant's telephone number, including area code)





 *Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                         Yes X       No
                                       -----

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

       November 4, 1997   14,362,101 (excluding 110,956 shares held in treasury)
--------------------------------------------------------------------------------
           (Date)                              (Number of Shares)

           NOTE: THIS IS PAGE 1 OF A DOCUMENT CONSISTING OF 13 PAGES.
<PAGE>   2
                              AEROFLEX INCORPORATED

                                AND SUBSIDIARIES


                                      INDEX





                                                              PAGE

PART I:  FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS
      September 30, 1997 and June 30, 1997                     3-4

CONSOLIDATED STATEMENTS OF OPERATIONS
      Three Months Ended September 30, 1997 and 1996            5

CONSOLIDATED STATEMENTS OF CASH FLOWS
      Three Months Ended September 30, 1997 and 1996            6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                     7-8

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS
      Three Months Ended September 30, 1997 and 1996           9-11
 
PART II:  OTHER INFORMATION

ITEM 6 Exhibits and Reports on Form 8-K                         12

SIGNATURES                                                      13

                                       -2-
<PAGE>   3
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                       September 30,        June 30,
                                                           1997               1997
                                                           ----               ----
                                                              (In thousands)
<S>                                                    <C>               <C>        
ASSETS

Current assets:
  Cash and cash equivalents                            $     1,070       $       600
  Current portion of invested cash                             187                69
  Accounts receivable, less allowance for
    doubtful accounts of $460,000 and $417,000              18,993            21,843
  Inventories                                               26,591            20,319
  Deferred income taxes                                      1,961             2,043
  Prepaid expenses and other current assets                  1,443               743
                                                       -----------       -----------
       Total current assets                                 50,245            45,617

Invested cash                                                  324               453
Property, plant and equipment, at cost, net                 19,992            14,487
Intangible assets acquired in connection with
  the purchase of businesses, net                            8,169             8,046
Costs in excess of fair value of net assets
  of businesses acquired, net                                9,823             9,903
Other assets                                                 2,518             2,541
                                                       -----------       -----------

Total assets                                           $    91,071       $    81,047
                                                       ===========       ===========
</TABLE>



                 See notes to consolidated financial statements

                                       -3-
<PAGE>   4
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)



<TABLE>
<CAPTION>
                                                                                September 30,  June 30,
                                                                                 1997            1997
                                                                                 ----            ----
                                                                                 (In thousands, except
                                                                                   per share amounts)
<S>                                                                            <C>             <C>     
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term debt                                            $  4,935        $  4,247
  Senior subordinated convertible debentures                                      1,504              --
  Accounts payable                                                                6,751           5,093
  Accrued expenses and other current liabilities                                 11,268           8,564
  Income taxes payable                                                            2,237           1,841
                                                                               --------        --------
    Total current liabilities                                                    26,695          19,745

Long-term debt                                                                   17,494          14,688
Deferred income taxes                                                               196             334
Other long-term liabilities                                                       2,172           1,259
Senior subordinated convertible debentures                                           --           9,981
                                                                               --------        --------

Total liabilities                                                                46,557          46,007
                                                                               --------        --------

Stockholders' equity:
 Preferred stock, par value $.10 per share; authorized 1,000,000 shares:
   Series A Junior Participating Preferred
   Stock, par value $.10 per share,
   authorized 150,000 shares                                                         --              --
 Common stock, par value $.10 per share;
  authorized 25,000,000 shares; issued
  14,183,000 and 12,658,000 shares                                                1,418           1,266
 Additional paid-in capital                                                      66,060          58,110
 Accumulated deficit                                                            (22,432)        (23,584)
                                                                               --------        --------
                                                                                 45,046          35,792

Less:  Treasury stock, at cost (119,000 and
  169,000 shares)                                                                   532             752
                                                                               --------        --------

Total stockholders' equity                                                       44,514          35,040
                                                                               --------        --------

Total liabilities and stockholders' equity                                     $ 91,071        $ 81,047
                                                                               ========        ========
</TABLE>



                 See notes to consolidated financial statements

                                       -4-
<PAGE>   5
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                     September 30,
                                                     -------------
                                                  1997           1996
                                                --------       --------
                                          (In thousands, except per share data)
<S>                                             <C>            <C>     
Net sales                                       $ 23,885       $ 19,061
Cost of sales                                     15,673         12,783
                                                --------       --------
  Gross profit                                     8,212          6,278
                                                --------       --------

Selling, general and administrative costs          4,606          3,797
Research and development costs                       998            683
                                                --------       --------
                                                   5,604          4,480
                                                --------       --------
  Operating income                                 2,608          1,798
                                                --------       --------

Other expense (income)
  Interest expense                                   723            810
  Other expense (income)                              83            (46)
                                                --------       --------
  Total other expense (income)                       806            764
                                                --------       --------
Income before income taxes                         1,802          1,034
Provision for income taxes                           650            383
                                                --------       --------
Net income                                      $  1,152       $    651
                                                ========       ========

Net income per common share and common
  share equivalent
    -Primary                                    $    .08       $    .05
                                                ========       ========
    -Fully diluted                              $    .08       $    .05
                                                ========       ========

Weighted average number of common
 shares and common share equivalents
   outstanding
    -Primary                                      14,374         13,483
                                                ========       ========
    -Fully diluted                                16,369         15,258
                                                ========       ========
</TABLE>



                 See notes to consolidated financial statements

                                       -5-
<PAGE>   6
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                        September 30,
                                                                                   ----------------------
                                                                                    1997           1996
                                                                                   -------        -------
                                                                                       (In thousands)
<S>                                                                                <C>            <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                                        $ 1,152        $   651
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
   Depreciation and amortization                                                     1,249          1,069
   Amortization of deferred gain                                                      (317)            --
   Other, net                                                                           (5)             6
 Change in operating assets and liabilities, net of effects from purchase of
   business:
   Decrease (increase) in accounts receivable                                        2,799          6,166
   Decrease (increase) in inventories                                               (5,137)        (1,226)
   Decrease (increase) in prepaid expenses, income
    tax refund receivable and other assets                                          (1,186)           479
   Increase (decrease) in accounts payable, accrued
    expenses and other long-term liabilities                                         2,426         (2,204)
   Increase (decrease) in income taxes payable                                         501           (262)
                                                                                   -------        -------

NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                                                                1,482          4,679
                                                                                   -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment, inventory and technology
   rights from Lucent Technologies                                                  (4,435)            --
  Capital expenditures                                                                (331)          (610)
  Other                                                                                 11              8
                                                                                   -------        -------

NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                                                               (4,755)          (602)
                                                                                   -------        -------

CASH FLOWS  ROM FINANCING ACTIVITIES:
  Borrowings under debt agreements                                                   6,232             --
  Debt repayments                                                                   (2,738)        (4,082)
  Proceeds from the exercise of stock options
    and warrants                                                                       249            181
                                                                                   -------        -------

NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                                                                3,743         (3,901)
                                                                                   -------        -------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                                                 470            176
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                       600            661
                                                                                   -------        -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                         $ 1,070        $   837
                                                                                   =======        =======
</TABLE>


                 See notes to consolidated financial statements

                                       -6-
<PAGE>   7
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1.      Basis of Presentation
         The consolidated balance sheet of Aeroflex Incorporated and
         Subsidiaries ("the Company") as of September 30, 1997 and the related
         consolidated statements of operations for the three months ended
         September 30, 1997 and 1996 and the statements of cash flows for the
         three months ended September 30, 1997 and 1996 have been prepared by
         the Company and are unaudited. In the opinion of management, all
         adjustments (which include normal recurring adjustments) necessary to
         present fairly the financial position, results of operations and cash
         flows at September 30, 1997 and for all periods presented have been
         made. Certain information and footnote disclosures normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles have been omitted. It is suggested that these
         consolidated financial statements be read in conjunction with the
         financial statements and notes thereto included in the Company's June
         30, 1997 annual report to shareholders. There have been no changes of
         significant accounting policies since June 30, 1997.

         Certain reclassifications have been made to previously reported
         financial statements to conform to current classifications.

         Results of operations for the three month periods are not necessarily
         indicative of results of operations for the corresponding years.

 2.      Acquisition of Business

         Effective July 1, 1997, the Company's subsidiary, MIC, acquired certain
         equipment, inventory, licenses for technology and patents of two of
         Lucent Technologies' microelectronics component units - multi-chip
         modules and film integrated circuits - for approximately $4,400,000 in
         cash. These units manufacture microelectronic modules and interconnect
         products. The Company has also signed a multi-year supply agreement to
         provide Lucent with film integrated circuits for use in
         telecommunications applications. The purchase price has been allocated
         to the assets acquired, based on their fair values, and certain
         obligations assumed relating to the agreements.

 3.      Bank Loan Agreements
         As of March 15, 1996 the Company replaced a previous agreement with a
         revised revolving credit and term loan agreement with two banks which
         is secured by substantially all of the Company's assets not otherwise
         encumbered. The agreement provides for a revolving credit line of
         $22,000,000 and a term loan of $16,000,000. The revolving credit line
         expires in March 1999. The term loan is payable in quarterly
         installments of $900,000 with final payment on September 30, 2000. The
         interest rate on borrowings under this agreement is at various rates
         depending upon certain financial ratios, with the current rate
         substantially equivalent to the prime rate (8.5% at September 30, 1997)
         on the revolving credit borrowings and prime plus 1/4% on the term loan
         borrowings. The terms of the agreement require compliance with certain
         covenants including minimum consolidated tangible net worth and pre-tax
         earnings, maintenance of certain financial ratios, limitations on
         capital expenditures and indebtedness and prohibition of the payment of
         cash dividends.




                                       -7-
<PAGE>   8
 4.      Inventories
         Inventories consist of the following:

<TABLE>
<CAPTION>
                                      September 30,  June 30,
                                         1997         1997
                                         ----         ----
                                           (In thousands)
<S>                                    <C>           <C>    
                 Raw Materials         $13,374       $11,191
                 Work in Process         9,234         6,642
                 Finished Goods          3,983         2,486
                                       -------       -------
                                       $26,591       $20,319
                                       =======       =======
</TABLE>

 5.      Income Taxes
         At June 30, 1997 the Company had net operating loss carryforwards of
         approximately $4,000,000 for Federal income tax purposes which expire
         through 2006.

         The Company is undergoing routine audits by various taxing authorities
         of several of its state and local income tax returns covering different
         periods from 1992 to 1995. Management believes that the probable
         outcome of these various audits should not materially affect the
         consolidated financial statements of the Company.

 6.      Contingencies
         A subsidiary of the Company whose operations were discontinued in 1991,
         is one of several defendants named in a personal injury action
         initiated in August, 1994, by a group of plaintiffs. The plaintiffs are
         seeking damages which cumulatively exceed $500 million. The complaint
         alleges, among other things, that the plaintiffs suffered injuries from
         exposure to substances contained in products sold by the subsidiary to
         one of its customers. This action is in the early stages of discovery.
         Based upon available information and considering its various defenses,
         together with its product liability insurance, in the opinion of
         management of the Company, the outcome of the action against its
         subsidiary will not have a materially adverse effect on the Company's
         consolidated financial statements.

 7.      7-1/2% Debentures Conversion
         During June 1994, the Company completed a sale of $10,000,000 principal
         amount of 7-1/2% Senior Subordinated Convertible Debentures to non-U.S.
         persons. The debentures were convertible into the Company's Common
         Stock at a price of $5-5/8 per share. On September 8, 1997, the Company
         called for the redemption of all of its outstanding debentures at
         104-1/2% of the principal amount. As of September 30, 1997, $8,496,000
         principal amount was converted. The remaining $1,504,000 of principal
         amount outstanding as of September 30, 1997 was converted in October
         1997. In connection with the conversions, $599,000 of deferred bond
         issuance costs were charged to additional paid-in capital.




                                       -8-
<PAGE>   9
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW
 
     Aeroflex, founded in 1937, utilizes advanced technologies to provide
state-of-the-art microelectronic module, interconnect and testing solutions used
in communication applications for commercial and defense markets. Its products
are used in satellite, personal wireless, cable television ("CATV") and defense
communications markets. It also designs and manufactures motion control systems
and shock and vibration isolation systems used for commercial, industrial and
defense applications. The Company's operations are grouped into three segments:
Microelectronics; Test, Measurement and Other Electronics; and Isolator
Products. The Company's consolidated financial statements include the accounts
of Aeroflex and its subsidiaries, all of which are wholly-owned.
 
     Effective July 1, 1997, MIC acquired certain equipment, inventory, licenses
for technology and patents of two of Lucent Technologies' microelectronics
component units, multi-chip modules and film integrated circuits. These units
manufacture microelectronic modules and interconnect products. The Company has
also signed a multi-year supply agreement to provide Lucent with film integrated
circuits for use in the telecommunications industry.
 
     Approximately 50% and 65% of the Company's sales for fiscal 1997 and 1996,
respectively, were to agencies of the United States Government or to prime
defense contractors or subcontractors of the United States Government. The
Company's overall dependence on the defense market has been declining as a
result of the acquisition of MIC, which is more commercially oriented, and a
focusing of resources towards developing standard products for the commercial
market.
 
     Management believes that potential reductions in defense spending will not
materially affect its operations. In certain product areas, the Company has
suffered reductions in sales volume due to cutbacks in the military budget. In
other product areas, the Company has experienced increased sales volume due to a
realignment of government spending towards upgrading existing systems instead of
purchasing completely new systems. The overall effect of the cutbacks and
realignment has not been material to the Company.
 

THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996
 
     Net Sales.  Net sales increased 25.3% to $23.9 million for the three months
ended September 30, 1997 from $19.1 million for the three months ended September
30, 1996. Net sales in the Microelectronics segment increased 58.8% to $14.5
million for the three months ended September 30, 1997 from $9.1 million for the
three months ended September 30, 1996 due to increased sales volume in both thin
film interconnects and microelectronic modules. Sales of thin film interconnects
increased primarily due to the commencement of a strategic supply contract with
Lucent Technologies effective July 1, 1997. Net sales in the Test, Measurement
and Other Electronics segment decreased 19.6% to $4.9 million for the three
months ended September 30, 1997 from $6.1 million for the three months ended
September 30, 1996 primarily as a result of reduced sales volume of frequency
synthesizers which were partially offset by increased sales of stabilization and
tracking devices and of high speed instrumentation test systems. The decrease in
frequency synthesizer sales was due to the early completion of the current
Consolidated Automated Support System ("CASS") contract. Net sales in the
Isolator Products segment increased 17.4% to $4.5 million for the three months
ended September 30, 1997 from $3.8 million for the three months ended September
30, 1996 due to increased sales volume in each of the commercial, industrial and
military isolator product lines.
 
     
                                                                                
                                       -9-
<PAGE>   10
Gross Profit.  Cost of sales includes materials, direct labor and overhead
expenses such as engineering labor, fringe benefits, allocable occupancy costs,
depreciation and manufacturing supplies. Gross profit increased 30.8% to $8.2
million for the three months ended September 30, 1997 from $6.3 million for the
three months ended September 30, 1996. Gross margin increased to 34.4% for the
three months ended September 30, 1997 from 32.9% for the three months ended
September 30, 1996. The increase was primarily a result of increased margins in
the Microelectronics segment reflecting the greater efficiencies of higher
volume.
 
     Selling, General and Administrative Costs.  Selling, general and
administrative costs include office and management salaries, fringe benefits,
commissions and advertising costs. Selling, general and administrative costs
increased 21.3% to $4.6 million (19.3% of net sales) for the three months ended
September 30, 1997 from $3.8 million (19.9% of net sales) for the three months
ended September 30, 1996. The decrease as a percentage of net sales was due to
the fixed nature of certain costs spread over a larger sales base.              
     
     Research and Development Costs.  Research and development costs consist of
material, engineering labor and allocated overhead. Company sponsored research
and development costs increased 46.1% to $998,000 (4.2% of net sales) for the
three months ended September 30,1997 from $683,000 (3.6% of net sales) for the
three months ended September 30, 1996. The increase was primarily attributable
to the development of a new low-cost, high speed, high performance frequency
synthesizer intended for commercial communication test systems.
                                                                               
     Other Expense (Income).  Other expense increased by 5.5% to $806,000 for
the three months ended September 30, 1997 from $764,000 for the three months
ended September 30, 1996. Net interest expense decreased 8.9% to $709,000 for
the three months ended September 30, 1997 from $778,000 for the three months
ended September 30, 1996. The decrease was primarily due to a reduction of
outstanding debt from operating cash flow. Other expense included $102,000 of
debenture redemption costs for the three months ended September 30, 1997.
 
     Provision for Income Taxes.  Income taxes recorded by the Company increased
69.7% to $650,000 (an effective income tax rate of 36.1%) for the three months
ended September 30, 1997 from $383,000 (an effective income tax rate of 37.0%)
for the three months ended September 30, 1996. The income tax provisions for the
two quarters differed from the amount computed by applying the U.S. Federal
income tax rate to income from continuing operations before income taxes
primarily due to state and local income taxes.
                                                                                
                                     -10-
<PAGE>   11
LIQUIDITY AND CAPITAL RESOURCES
 
     As of September 30, 1997, the Company had $23.6 million in working capital.
As of March 15, 1996, the Company replaced a previous agreement with a revised
revolving credit and term loan agreement with two banks which is secured by
substantially all of the Company's assets not otherwise encumbered. The
agreement provides for a revolving credit line of $22.0 million and a term loan
of $16.0 million. The revolving credit line expires in March 1999. The term loan
is payable in quarterly installments of $900,000 with final payment on September
30, 2000. The interest rate on borrowings under this agreement is at various
rates depending upon certain financial ratios, with the current rate
substantially equivalent to the prime rate (8.5% at September 30, 1997) on the
revolving credit borrowings and prime plus 1/4% on the term loan borrowings.
The terms of the agreement require compliance with certain covenants including
minimum consolidated tangible net worth and pre-tax earnings, maintenance of
certain financial ratios, limitations on capital expenditures and indebtedness
and prohibition of the payment of cash dividends. At September 30, 1997, the
outstanding borrowings under the revolving credit line and term loan were $8.5
million and $6.2 million, respectively.
                                                                               
     During June 1994, the Company completed a sale of $10.0 million principal
amount of 7 1/2% Senior Subordinated Convertible Debentures ("Debentures"). On
September 8, 1997, the Company called for redemption all of its outstanding
Debentures at 104.5% of the principal amount. The Debentures were convertible
into the Company's Common Stock at a price of $5.625 per share through October
6, 1997. As of September 30, 1997, $8.5 million principal amount was converted.
The remaining $1.5 million principal amount outstanding as of September 30, 1997
was converted in October 1997. In connection with the conversions, $599,000 of
deferred bond issuance costs were charged to additional paid-in capital.
 
     The Company's order backlog at September 30, 1997 and 1996 was $52.1
million and $44.8 million, respectively.

     At June 30, 1997, the Company had net operating loss carryforwards of
approximately $4.0 million for Federal income tax purposes.
 
     The Company's net cash provided by operating activities was $1.5 million
for the three months ended September 30, 1997. Net cash used in investing
activities was $4.8 million for the three months ended September 30, 1997,
consisting primarily of $4.4 million of cash used to to purchase equipment,
inventory and technology from Lucent Technologies. Net cash provided by
financing activities was $3.7 million for the three months ended September 30,
1997. For the three months ended September 30, 1997, the Company borrowed $6.2
million under two equipment loans.                       
 
     Management of the Company believes that internally generated funds and
available lines of credit will be sufficient for its working capital
requirements, capital expenditure needs and the servicing of its debt for at
least the next twelve months. At September 30, 1997, the Company's available
unused line of credit was approximately $11.5 million.
 
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
     In the second quarter of fiscal 1998 the Company will be required to adopt
Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings Per
Share". This statement establishes standards for computing and presenting
earnings per share ("EPS"), replacing the presentation of currently required
Primary EPS with a presentation of Basic EPS. For entities with complex capital
structures, the statement requires the dual presentation of both Basic EPS and
Diluted EPS on the face of the statement of operations. When SFAS No. 128 is
adopted, the Company will be required to restate its EPS data for all prior
periods presented. The Company does not expect the impact of the adoption of
this statement to be material to previously reported EPS amounts.

                                     -11-
<PAGE>   12
                              AEROFLEX INCORPORATED
                                AND SUBSIDIARIES
                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings

              None

Item 2.       Changes in Securities

              None

Item 3.       Defaults upon Senior Securities

              None

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

              None

Item 5.       Other Information

              None

Item 6.       Exhibits and Reports on Form 8-K

              (a)      Exhibits

                       Exhibit 11 - Computation of Earnings Per Common Share

                       Exhibit 27 - Financial Data Schedule

              (b)      Reports on Form 8-K

                       None








                                      -12-
<PAGE>   13
                                   SIGNATURES


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



                                          AEROFLEX INCORPORATED
                                             (REGISTRANT)




November 10, 1997                  By: /s/ Michael Gorin
                                       ------------------------------      
                                           Michael Gorin
                                           President, Chief Financial Officer
                                            and Principal Accounting Officer



                                      -13-