** **

**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

**FORM 10-QSB**

| **(Mark One)**                                        |
|-------------------------------------------------------|
|                                                  |   |   |
| **ý**                                            |   | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.** |
|                                                  |   |   |
| **For the quarterly period ended September 30, 2001** |
|                                                  |   |   |
| **OR**                                                |
|                                                  |   |   |
| **o**                                                 |   | **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  1-4530**

** **

**ASTREX, INC.**

(Exact name of small business issuer as specified in its charter)

** **

| **Delaware**                    |   | **13-1930803**                       |
|---------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of |   | (I.R.S. Employer Identification No.) |
| incorporation or organization)  |   |                                 |

** **

**205 ExpressStreet,     Plainview, New York      11803**

(Address of principal executive offices)

** **

**(516) 433-1700**

(Issuer’s telephone number, including area code)

** **

** **

(Former name, former address and former fiscal year, ifchanged since last report)

** **

** **

Check  whether the issuer (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes  ý  No   o

** **

** **

**APPLICABLEONLY TO CORPORATE ISSUERS**

** **

State the number ofshares outstanding of each of the registrant's classes of common stock, as ofthe latest practicable date.  As ofNovember 1, 2001 common shares outstanding were  5,701,434.

** **

** **

 

**ASTREX,INC.**

 

 

**INDEX**

** **
| ***PART I:  Financial Information***                                                                          |   |
|--------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                               |   |
| **Item 1.  Financial Statements:**                                                                            |   |
|                                                                                                               |   |
| Consolidated Balance  Sheets September  30, 2001 (unaudited) and March 31, 2001                               |   |
|                                                                                                               |   |
| Consolidated  Statements of Income (unaudited) Six  months and three months ended September 30, 2001 and 2000 |   |
|                                                                                                               |   |
| Consolidated  Statements of Cash Flows (unaudited) Six  months ended September 30, 2001 and 2000              |   |
|                                                                                                               |   |
| Notes to  Consolidated Financial Statements (unaudited)                                                            |   |
|                                                                                                               |   |
| **Item  2.  Management's Discussion and  Analysis or Plan of Operations**                                     |   |
|                                                                                                               |   |
|                                                                                                               |   |
| ***PART II:  Other Information***                                                                             |   |
|                                                                                                               |   |
| **Other Information and  Signatures**                                                                              |   |

** **

 

**PART I - Financial Information**

** **

**ASTREX,INC. AND SUBSIDIARIES**

**CONSOLIDATEDBALANCE SHEETS**

** **
|                                                                                                                                                                                                                                                              |   | **September 30,  2001**                 |   | **March 31, 2001** |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|--------|--------------------|--------|
|                                                                                                                                                                                                                                                              |   | **(Unaudited)**                         |   |               |   |
|                                                                                                                                                                                                                                                              |   | **(000's)  Omitted, except share data** |   |
| Current Assets:                                                                                                                                                                                                                                                   |   |                                    |   |               |   |
| Cash and cash equivalents                                                                                                                                                                                                                                         |   | $                                       | 48     |               | $      | 11 |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Accounts receivable (net of  allowance for doubtful accounts of $99 at June 30, 2001 and $79 at March  31, 2001)                                                                                                                                        |   | 2,005                                   |   | 2,451              |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Inventory                                                                                                                                                                                                                                                         |   | 5,203                                   |   | 5,310              |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Prepaid expenses and  other current assets                                                                                                                                                                                                                   |   | 108                                     |   | 61                 |   |
| Deferred tax asset                                                                                                                                                                                                                                                |   | 200                                     |   | 200                |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Total current assets                                                                                                                                                                                                                                              |   | 7,564                                   |   | 8,033              |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Property, plant and equipment at  cost (net of accumulated depreciation of $651 at  September 30, 2001 and $618 at March 31, 2001)                                                                                                                 |   | 714                                     |   | 701                |   |
| Other long-term assets                                                                                                                                                                                                                                            |   | 87                                      |   | 88                 |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| **Total Assets**                                                                                                                                                                                                                                                  |   | $                                       | 8,365  |               | $      | 8,822 |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Current Liabilities:                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Accounts payable                                                                                                                                                                                                                                                  |   | 921                                     |   | 1,567              |   |
| Accrued liabilities                                                                                                                                                                                                                                               |   | 573                                     |   | 794                |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Total current liabilities                                                                                                                                                                                                                                         |   | 1,494                                   |   | 2,361              |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Long-term debt                                                                                                                                                                                                                                                    |   | 2,070                                   |   | 2,000              |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Shareholders' Equity:                                                                                                                                                                                                                                             |   |                                    |   |               |   |
| Preferred Stock, Series A -  issued, none                                                                                                                                                                                                                         |   | -                                       |   | -                  |   |
| Convertible Preferred Stock,  Series B - $.01 par value; authorized, 10,000,000; 1,741,499 shares issued  and outstanding at September 30, 2001 and 1,897,381 shares issued  and outstanding at March 31, 2001 (liquidation preference of $.25 a share) |   | 17                                      |   | 19                 |   |
| Common Stock - par value $.01  par value; authorized, 15,000,000 shares; issued, 6,761,245 at September  30 , 2001 and 6,605,363 at March 31,2001                                                                                                       |   | 68                                      |   | 66                 |   |
| Additional paid-in capital                                                                                                                                                                                                                                        |   | 3,928                                   |   | 3,928              |   |
| Retained earnings                                                                                                                                                                                                                                                 |   | 1,106                                   |   | 767                |   |
| Deferred compensation                                                                                                                                                                                                                                             |   | (5                                      | )      | (11                | )      |
| Treasury stock, at cost (1,074,086  shares at September 30, 2001and 1,059,086 shares at March 31, 2001)                                                                                                                                                           |   | (313                                    | )      | (308               | )      |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| Total shareholders' equity                                                                                                                                                                                                                                        |   | 4,801                                   |   | 4,461              |   |
|                                                                                                                                                                                                                                                              |   |                                    |   |               |   |
| **Total liabilities and shareholders'  equity**                                                                                                                                                                                                                   |   | $                                       | 8,365  |               | $      | 8,822 |   |

** **

See accompanying notes to unauditedconsolidated financial statements.

 

 

**ASTREX, INC. ANDSUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF INCOME**

**(Unaudited)**

** **
|                                               |   | **SIX MONTHS ENDED** |    | **THREE MONTHS ENDED** |   |
|----------------------------------------------------|--------|----------------------|---------|------------------------|--------|
|                                               |   | **SEPTEMBER 30,**    |    | **SEPTEMBER 30,**      |   |
|                                               |   | **2001**             |    | **2000**               |   | **2001** |   | **2000** |   |
|                                               |   | **(000's) Omitted**  |    | **(000's) Omitted**    |   |
|                                               |   |                 |    |                   |   |   |   |   |   |
| Net sales                                          |   | $                    | 9,629   |                   | $      | 9,126 |   | $ | 4,472 |   | $ | 4,612 |   |
| Cost of sales                                      |   | 7,406                |    | 7,086                  |   | 3,432 |   | 3,569 |   |
|                                               |   |                 |    |                   |   |   |   |   |   |
| Gross profit                                       |   | 2,223                |    | 2,040                  |   | 1,040 |   | 1,043 |   |
|                                               |   |                 |    |                   |   |   |   |   |   |
| Selling, general  and administrative expenses |   | 1,798                |    | 1,643                  |   | 844 |   | 842 |   |
|                                               |   |                 |    |                   |   |   |   |   |   |
| Income from operations                             |   | 425                  |    | 397                    |   | 196 |   | 201 |   |
|                                               |   |                 |    |                   |   |   |   |   |   |
| Interest expense                                   |   | 70                   |    | 84                     |   | 31 |   | 41 |   |
|                                               |   |                 |    |                   |   |   |   |   |   |
| Income before provision for  income taxes     |   | 355                  |    | 313                    |   | 165 |   | 160 |   |
|                                               |   |                 |    |                   |   |   |   |   |   |
| Provision for income taxes                         |   | 16                   |    | -                      |   | 10 |   | - |   |
|                                               |   |                 |    |                   |   |   |   |   |   |
| **Net income**                                     |   | **$**                | **339** | ** **             | **$**  | **313** |   | **$** | **155** | ** ** | **$** | **160** | ** ** |

** **

Per share data for the six and three months ended September 30, 2001 and2000 are as follows:

** **
| Weighted average common shares  and common equivalent shares outstanding: |   |      |   |      |   |      |   |      |   |
|--------------------------------------------------------------------------------|--------|-----------|--------|-----------|--------|-----------|--------|-----------|--------|
|                                                                           |   |      |   |      |   |      |   |      |   |
| Basic                                                                          |   | 5,502,397 |   | 5,626,777 |   | 5,538,124 |   | 5,626,777 |   |
| Diluted                                                                        |   | 7,428,658 |   | 6,446,017 |   | 7,428,658 |   | 7,256,353 |   |
|                                                                           |   |      |   |      |   |      |   |      |   |
| Net income per share:                                                          |   |      |   |      |   |      |   |      |   |
|                                                                           |   |      |   |      |   |      |   |      |   |
| Basic                                                                          |   | $         | 0.06   |      | $      | 0.06      |   | $         | 0.03   |   | $ | 0.03 |   |
| Diluted                                                                        |   | $         | 0.05   |      | $      | 0.05      |   | $         | 0.02   |   | $ | 0.02 |   |

** **

See accompanying notes tounaudited consolidated financial statements.

 

 

**ASTREX, INC. AND SUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**(Unaudited)**

** **
|                                                                                      |   | **FOR THE SIX MONTHS ENDED SEPTEMBER  30,** |       |
|-------------------------------------------------------------------------------------------|--------|---------------------------------------------|------------|
|                                                                                      |   | **2001**                                    |       | **2000** |   |
|                                                                                      |   | **(000's) Omitted**                         |       | **(000's) Omitted** |   |
|                                                                                      |   |                                        |       |   |   |
| Cash Flows From Operating  Activities:                                                    |   |                                        |       |   |   |
|                                                                                      |   |                                        |       |   |   |
| Net income                                                                                |   | $                                           | 339        |   | $ | 313 |   |
|                                                                                      |   |                                        |       |   |   |
| *Adjustments to reconcile net income  to net cash provided by operating activities:* |   |                                        |       |   |   |
| Depreciation and amortization                                                             |   | 33                                          |       | 49 |   |
| Amortization of deferred stock  compensation                                              |   | 6                                           |       | 6 |   |
| *Changes in assets and liabilities:*                                                      |   |                                        |       |   |   |
| Decrease in accounts receivable,  net                                                     |   | 446                                         |       | 46 |   |
| Increase in prepaid expenses and  other current assets                               |   | (47                                         | )          | (55 | ) |
| Decrease in inventory                                                                     |   | 107                                         |       | 68 |   |
| Increase in non-current assets                                                            |   | (5                                          | )          | - |   |
| Decrease in accounts payable                                                              |   | (646                                        | )          | (163 | ) |
| Decrease in accrued liabilities                                                           |   | (221                                        | )          | (14 | ) |
|                                                                                      |   |                                        |       |   |   |
| **Net cash provided by operating  activities**                                            |   | **12**                                      | ** ** | **250** | ** ** |
|                                                                                      |   |                                        |       |   |   |
| Cash flows used in investing  activities:                                                 |   |                                        |       |   |   |
| Capital expenditures                                                                      |   | (46                                         | )          | (37 | ) |
|                                                                                      |   |                                        |       |   |   |
| **Net cash used in investing  activities**                                                |   | **(46**                                     | **)**      | **(37** | **)** |
|                                                                                      |   |                                        |       |   |   |
| Cash flows from financing  activities:                                                    |   |                                        |       |   |   |
| Purchase of Treasury Stock                                                                |   | (5                                          | )          | - |   |
| Deferred financing costs                                                                  |   | 6                                           |       | 6 |   |
| Principal payments under capital  lease obligations                                       |   | -                                           |       | (24 | ) |
| Payments/(proceeds) under loans  payable, net                                             |   | 70                                          |       | (250 | ) |
|                                                                                      |   |                                        |       |   |   |
| **Net cash provided by/(used in)  financing activities**                                  |   | **71**                                      | ** ** | **(268** | **)** |
|                                                                                      |   |                                        |       |   |   |
|                                                                                      |   |                                        |       |   |   |
| Net change in cash and cash  equivalents                                                  |   | 37                                          |       | (55 | ) |
|                                                                                      |   |                                        |       |   |   |
| Cash and cash equivalents - beginning  of period                                          |   | 11                                          |       | 57 |   |
|                                                                                      |   |                                        |       |   |   |
| Cash and cash equivalents - end  of period                                                |   | $                                           | 48         |   | $ | 2 |   |

** **

See accompanying notes tounaudited consolidated financial statements.

 

 

**ASTREX, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

NOTE A - UNAUDITED FINANCIAL STATEMENTS

 

The consolidated balance sheet as of September 30, 2001 andthe consolidated statements of income for the six months and three months endedSeptember 30, 2001 and 2000 and the statement of cash flows for the six monthsended September 30, 2001 and 2000, have been prepared by the Company withoutaudit.  In the opinion of management,all adjustments (which include only normally recurring adjustments) necessaryto present fairly the financial position, results of operations and cash flowsat September 30, 2001 (and for all periods presented) have been made.  

 

Certain information and note disclosures, normally includedin financial statements prepared in accordance with accounting principlesgenerally accepted in the United States of America, have been condensed oromitted.  It is suggested that theseconsolidated financial statements be read in conjunction with the financialstatements and notes thereto included in the Annual Report on Form 10-KSB forthe year ended March 31, 2001 filed by the Company.  The results of operations for the periods ended September 30,2001 and 2000 are not necessarily indicative of the operating results for therespective full years.   

 

NOTE B – EARNINGS PER COMMON SHARE  

 

The following table sets forth the reconciliation of theweighted average number of common shares:

 
|                                                        |   | **Six months ended  September 30,** |   |
|-------------------------------------------------------------|--------|-------------------------------------|--------|
|                                                        |   | **2001**                            |   | **2000** |   |
|                                                        |   | **(Unaudited)**                     |   | **(Unaudited)** |   |
| Basic                                                       |   | 5,502,397                           |   | 5,626,777 |   |
| Effect of Series B Convertible Preferred Stock              |   | 1,867,928                           |   | 787,983 |   |
| Effect of dilutive securities (non-vested restricted stock) |   | 58,333                              |   | 31,257 |   |
| Diluted                                                     |   | 7,428,658                           |   | 6,446,017 |   |

 
|                                                        |   | **Three months ended  September 30,** |
|-------------------------------------------------------------|--------|---------------------------------------|
|                                                        |   | **2001**                              |   | **2000** |
|                                                        |   | **(Unaudited)**                       |   | **(Unaudited)** |
| Basic                                                       |   | 5,538,124                             |   | 5,626,777 |
| Effect of Series B Convertible Preferred Stock              |   | 1,838,795                             |   | 1,567,402 |
| Effect of dilutive securities (non-vested restricted stock) |   | 51,739                                |   | 62,174 |
| Diluted                                                     |   | 7,428,658                             |   | 7,256,353 |

** **

NOTEC  - SHAREHOLDERS’ EQUITY  

 

Duringthe first quarter of the fiscal year ended March 31, 2002, the Companypurchased 15,000 shares of its stock on the open market.  These shares were recorded as treasury stockat their aggregate cost of approximately $5,000.  During the fiscal year ended March 31, 2001, the Companypurchased 145,500 shares of its common stock for $43,042 on the openmarket.  These shares are being held astreasury shares.

 

OnAugust 1, 2001, 20,000 shares of the Company’s common stock which were grantedto to the President on July 31, 2000, became fully vested.  During the period August 1, 2001 throughSeptember 30, 2001, 155,882 shares of the Company’s Series B ConvertiblePreferred Stock were converted into the Company’s common stock.

 

**ASTREX, INC. AND SUBSIDIARIES**

**MANAGEMENT'S DISCUSSION AND ANALYSIS**

**OR PLAN OF OPERATIONS**

 

**RESULTS OF OPERATIONS**

** **

                Net income for the six months ended September 30,2001 was approximately $339,000, an increase of $26,000 from the same six monthperiod last fiscal year. Net income for the three months ended September 30,2001 was approximately $155,000, a decrease of $5,000 or 3.1% from the samethree month period last fiscal year. The increase for the six month period ended September 30, 2001 isprimarily the result of higher sales volume in the first quarter of this yearas compared to the first quarter of last year. The decrease in the three month period is primarily the result of adecrease in sales volume for the three month period ended September 30, 2001 ascompared to the same three month period last year.** **

** **

**               **Sales increased by approximately $503,000 or 5.5%, forthe six months ended September 30, 2001, from the comparable six month periodin 2000.  Sales decreased byapproximately $140,000 or 3%, for the three months ended September 30, 2001,from the comparable three month period in 2000. To a significant extent "Sales" reflect shipping of pastconfirmed orders (i.e. "backlog") as opposed to placement of ordersduring the quarter (i.e. "bookings"). During the quarter endedSeptember 30, 2001, backlog decreased 5% with confirmed but unshipped orders atOctober 1, 2001 of approximately $4,191,000 as compared to approximately$4,404,000 on October 1, 2000.  ( InOctober 2001, the Company further adjusted backlog downward by approximately$275,000 (or approximately, an additional 7%) to reserve against possiblefuture order cancellations by customers.) Bookings for the quarter ended September 30, 2001, were approximately$4,165,000 as compared to approximately $4,840,000 for the quarter endedSeptember 30, 2000, or a decrease of approximately 14%.  The weakness in current order activityreflected by these numbers has continued into the month of October, 2001.  The Company attributes these weakeningnumbers to the overall weakness in the national economy, however, in light ofthe national economy as well as the indicated performances of competitors,overall the Company is pleased with the results of its second quarter endedSeptember 30, 2001.** **

** **

**               **The Company’s gross margin remained relatively constant for both the sixmonth and three month periods ending September 30, 2001 as compared to the samesix month period last year. Gross margin was 23.1% for six months endedSeptember 30, 2001 as compared to 22.4% for the same six month period lastfiscal year and 23.3% for three months ended September 30, 2001 as compared to22.6% for the same three month period last fiscal year.

**               **Selling, general and administrative expenses increased by approximately$155,000, or 9.4%, for the six months ended September 30, 2001 from thecomparable previous six month period in 2000 and increased $2,000 for the threemonth period ended September 30, 2001 as compared to the same three monthperiod last year.  This increase wasprimarily the result of increases in advertising, salary, bonus, commission andemployee benefit related expenses.

** **

**               **Interest expense decreased by approximately $14,000 for the six monthsand $10,000 for the three months ended September 30, 2001, from theprevious comparable six and three month period in 2000 due to a reduction ininterest rates and borrowing.

** **

**               **The provision forincome taxes for the six months and three months ended September 30, 2001consists principally of state and local taxes. The Company did not record aprovision for income tax expense for the six month and three months endedSeptember 30, 2000 based on the recognition of certain tax benefitsavailable to the Company.

** **

** **

**LIQUIDITY AND CAPITALRESOURCES**

** **

The Company generated approximately $12,000in cash from its operating activities for the six months ended September 30,2001.  At September 30, 2001, theCompany had working capital of $6,070,000 and its stockholders’ equity was$4,801,000.  The Company believes thatits present working capital, cash generated from operations and amountsavailable under the loan agreement will be sufficient to meet its cash needsduring the next year. The Company's principal credit facility is a line ofcredit and a term loan from the same bank lender (“Line”).  The Line is secured by substantially all ofthe Company's assets including a mortgage on the 205 Express Streetproperty.  The term of the Line runs toApril 30, 2002.  Borrowings under theline of credit portion of the Line, are based on the Company’s inventory andreceivables. On September 30, 2001, the Company owed $2,070,000 on the Line.The Company’s relationship with its secured lender is satisfactory and theCompany believes that the lending arrangement will be adequate for theforeseeable future.  The Company iscurrently renegotiating its current line of credit and intends to enter into anew facility agreement before April 30, 2002.****CAUTIONARY LANGUAGE REGUARDING FORWARD LOOKINGSTATEMENTS   

 

When used herein, thewords “believe,” “anticipate,” “think,” “intend,” “will be,” “expect” andsimilar expressions identify forward-looking statements within the meaning ofthe Private Securities Litigation Reform Act of 1995.  Such statements are notguarantees of future performance and involve certain risks and uncertainties discussedherein, which could cause actual results to differ materially from those in theforward-looking statements.  Readers arecautioned not to place undue reliance on the forward-looking statements, whichspeak only as of the date hereof. Readers are also urged carefully to review and consider the variousdisclosures made by the Company which attempt to advise interested parties ofthe factors which affect the Company’s business, including, without limitation,the disclosures made in the Company’s Annual Report on Form 10-KSB for thefiscal year ended March 31, 2001 under the caption “Management’s Discussion andAnalysis of Financial Condition and Results of Operation.”      

 

 

**PART II - OTHER INFORMATION**

 

Item 2.    Changes in Securities.

 

                None

 

Item 4.    Submission of Matters to a Vote of SecurityHolders.

 

                At the September 11, 2001 Annual Meeting of theCompany for the fiscal year ended March 31, 2001, Mr. Mark Schindler and DavidS. Zlatin were elected as a Class II directors for a term of three years anduntil a successor is elected and shall have been qualified to so serve.  The other Astrex directors are, HowardAmster, John C. Loring, and Michael McGuire. The voting tally at the meetingwas as follows:
| **Mr.Mark Schindler** |   | **For**      |   | **Against** |   | ***Abstain & Broker Nonvotes*** |
|-----------------------|--------|--------------|--------|-------------|--------|-------------------------------------|
| *Common votes*        |   | *4,929,425*  |   | *17,985*    |   | *0*                                 |
| *Preferred votes*     |   | *13,664,220* |   | *53,868*    |   | *0*                                 |

 
| **Mr.David S. Zlatin** |   | **For**      |   | **Against** |   | ***Abstain & Broker Nonvotes*** |
|------------------------|--------|--------------|--------|-------------|--------|-------------------------------------|
| *Common votes*         |   | *4,929,836*  |   | *17,574*    |   | *0*                                 |
| *Preferred votes*      |   | *13,663,968* |   | *54,120*    |   | *0*                                 |

** **

Item 5.    Other Information

 

In the three months ended June 30, 2001, the Companypurchased 15,000 shares of its stock  onthe open market.  These shares wererecorded as treasury stock at their aggregate cost of approximately$5,000.  

 

During the second quarter of fiscal year ended March 31,2002, 155,882 shares of the Company’s Series B Convertible Preferred Stock havebeen converted to the Company’s common stock. 

 

On September 10, 2001 FMR filed an amendment with the SEC toits previously filed Schedule 13G, reporting that it now holds no common orpreferred stock of Astrex, Inc.  In itslast previous filing dated August 3, 1994, FMR reported holding 565,723 sharesof Astrex, Inc. common stock.  On August14, 2001,  Herzog, Heine, Geduld, Inc.filed an amendedment with the SEC to its previously filed Schedule 13G,reporting that it now holds 1,838 shares of Astrex, Inc. shares of commonstock.  In its last previous filingdated August 31, 1994, Herzog, Heine, Geduld, Inc. reported holding 590,723shares of Astrex, Inc. common stock.

Item 6.    Exhibits and Reports on Form 8–K.

                none

 

(A)          Exhibits

 
| **Exhibit** |   | **Description**                                                                                            |   | **Previously Filed and Incorporated  by reference or Filed Herewith**                              |
|-------------|--------|------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------|
|        |   |                                                                                                       |   |                                                                                               |
| 3 (a)       |   | Certificate  of Incorporation of Astrex, Inc., as amended  (a Delaware corporation)                        |   | Filed  as Exhibit 3(a) to the Form 10-QSB of the Company for the quarter ended  September 30, 1997 |
|        |   |                                                                                                       |   |                                                                                               |
| 3 (b)       |   | By-Laws  of Astrex, Inc., as amended                                                                       |   | Filed  as Exhibit 3(b) to the Form 10-QSB of the Company for the quarter ended  September 30, 1996 |
|        |   |                                                                                                       |   |                                                                                               |
| 4           |   | Astrex,  Inc. Certificate of Designations, Preferences and Rights of Series B  Convertible Preferred Stock |   | Filed  as Exhibit 4 to the Form 10-QSB of the Company for the quarter ended June 30,  2000         |

** **

(B)           Reports onForm 8-K:

 

                None

SIGNATURES

 

In accordance with the requirements of Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf, thereunto duly authorized.

 
|   |             | ASTREX, INC.                                                                 |
|--------|------------------|------------------------------------------------------------------------------|
|   |             |                                                                         |
| Date:  | November 9, 2001 |                                                                         | By: | s/ Michael McGuire |
|   |             | Michael McGuire                                                              |
|   |             | Director, President and Chief Executive Officer                              |
|   |             |                                                                         |
|   |             |                                                                         |
|   |             | CHIEF FINANCIAL OFFICER  OF ASTREX, INC.                                     |
|   |             |                                                                         |
| Date:  | November 9, 2001 |                                                                         | By: | s/ Lori A. Sarnataro |
|   |             | Lori A. Sarnataro                                                            |
|   |             | Chief Financial Officer,  Executive Vice President, Treasurer, and Secretary |
|        |                  |                                                                              |  |  |  |

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