** **

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

**Washington, D.C. 20549**

** **

**FORM 10-QSB**

**(Mark One)**

** **

**ý****                                ****QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.**

** **

**For the quarterly period ended June 30, 2002**

** **

**OR**

** **

**o****                                ****TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the transition period from               to                  **

** **

**Commission file number 1-4530  **

** **

**ASTREX, INC.**

(Exactname 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 Express  Street, Plainview, New York**                                        |   | **11803**                             |
| (Address  of principal executive offices)                                           |   | (Zip)                                 |
|                                                                                |   |                                  |
| **(516) 433-1700**                                                                  |
| (Issuer’s  telephone number, including area code)                              |
|                                                                                |
| **Not Applicable**                                                                  |
| (Former  name, former address and former fiscal year, if changed since last report) |

** **

** **

Check  whetherthe issuer (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor 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  ý   No  o

** **

**APPLICABLE ONLY TO CORPORATE ISSUERS**

** **

State the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.  As of July 30, 2002 common sharesoutstanding were  5,648,842 (does notinclude Convertible Preferred Stock).

** **

Transitional Small Business Disclosure Format  (check one)        Yes o        No ý

** **

** **

** **

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**ASTREX, INC.**

** **

**INDEX**

** **
|                                                                           |                                                    |
|--------------------------------------------------------------------------------|---------------------------------------------------------|
| **PART I:  Financial Information**                                        |
|                                                                           |                                                    |
| **Item 1.  Financial Statements:**                                        |
|                                                                           |                                                    |
|                                                                           | Consolidated Balance Sheets                             |
|                                                                           | June 30, 2002 (unaudited)  and March 31, 2002           |
|                                                                           |                                                    |
|                                                                           | Consolidated  Statements of Income (unaudited)          |
|                                                                           | Three months ended  June 30, 2002 and 2001              |
|                                                                           |                                                    |
|                                                                           | Consolidated  Statements of Cash Flows (unaudited)      |
|                                                                           | Three months  ended June 30, 2002 and 2001              |
|                                                                           |                                                    |
|                                                                           | 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. ANDSUBSIDIARIES**

**CONSOLIDATED BALANCE SHEETS**

** **
|                                                                                                                                                                                                                  |   | **June 30, 2002**   |      | **March 31, 2002** |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|-----------|--------------------|--------|
|                                                                                                                                                                                                                  |   | **(Unaudited)**     |      |               |   |
|                                                                                                                                                                                                                  |   | **(000's) Omitted** |      |
| Current  Assets:                                                                                                                                                                                                      |   |                |      |               |   |
| Cash  and cash equivalents                                                                                                                                                                                            |   | $                   | 3         |               | $      | 4 |   |
| Accounts  receivable (net of allowance for doubtful accounts of $91 at June 30, 2002  and $93 at March 31, 2002)                                                                                                      |   | 1,675               |      | 1,907              |   |
| Inventory                                                                                                                                                                                                             |   | 5,083               |      | 5,019              |   |
| Prepaid  expenses and other current assets                                                                                                                                                                            |   | 240                 |      | 57                 |   |
| Deferred  tax asset                                                                                                                                                                                                   |   | 290                 |      | 290                |   |
|                                                                                                                                                                                                                  |   |                |      |               |   |
| Total  current assets                                                                                                                                                                                                 |   | 7,291               |      | 7,277              |   |
|                                                                                                                                                                                                                  |   |                |      |               |   |
| Property,  plant and equipment at cost (net of accumulated depreciation of $701 at June  30, 2002 and $684 at March 31, 2002)                                                                                         |   | 701                 |      | 698                |   |
| Other  long-term assets                                                                                                                                                                                               |   | 48                  |      | 52                 |   |
|                                                                                                                                                                                                                  |   |                |      |               |   |
| **Total Assets**                                                                                                                                                                                                      |   | **$**               | **8,040** | ** **         | **$**  | **8,027** | ** ** |
|                                                                                                                                                                                                                  |   |                |      |               |   |
| Current  Liabilities:                                                                                                                                                                                                 |   |                |      |               |   |
| Accounts  payable                                                                                                                                                                                                     |   | 846                 |      | 1,040              |   |
| Accrued  liabilities                                                                                                                                                                                                  |   | 635                 |      | 723                |   |
|                                                                                                                                                                                                                  |   |                |      |               |   |
| Total  current liabilities                                                                                                                                                                                            |   | 1,481               |      | 1,763              |   |
|                                                                                                                                                                                                                  |   |                |      |               |   |
| Long-term  debt                                                                                                                                                                                                       |   | 1,694               |      | 1,529              |   |
|                                                                                                                                                                                                                  |   |                |      |               |   |
| Shareholders'  Equity:                                                                                                                                                                                                |   |                |      |               |   |
| Preferred  Stock, Series A - issued, none                                                                                                                                                                             |   | 3⁄4              |      | 3⁄4             |   |
| Convertible  Preferred Stock, Series B - $.01 par value; authorized, 10,000,000; 1,691,816  and 1,699,151 shares issued and outstanding at June 30, 2002 and March 31,  2002 (liquidation preference of $.25 a share) |   | 17                  |      | 17                 |   |
| Common  Stock - par value $.01 par value; authorized, 15,000,000 shares; issued,  6,810,928 and 6,803,594 at June 30, 2002 and March 31,2002                                                                          |   | 68                  |      | 68                 |   |
| Additional  paid-in capital                                                                                                                                                                                           |   | 3,928               |      | 3,928              |   |
| Retained  earnings                                                                                                                                                                                                    |   | 1,190               |      | 1,061              |   |
| Deferred  compensation                                                                                                                                                                                                |   | 0                   |      | (1                 | )      |
| Treasury  stock, at cost (1,162,086 shares at June 30, 2002 and  March 31, 2002)                                                                                                                                 |   | (338                | )         | (338               | )      |
|                                                                                                                                                                                                                  |   |                |      |               |   |
| Total  shareholders' equity                                                                                                                                                                                           |   |                |      |               |   |
|                                                                                                                                                                                                                  |   | 4,865               |      | 4,735              |   |
|                                                                                                                                                                                                                  |   |                |      |               |   |
| **Total liabilities and shareholders' equity**                                                                                                                                                                        |   | **$**               | **8,040** |               | **$**  | **8,027** | ** ** |

** **

Seeaccompanying notes to unaudited consolidated financial statements.

** **

1

----

 

** **

**ASTREX, INC. ANDSUBSIDIARIES**

**CONSOLIDATED STATEMENTS OFINCOME**

**(Unaudited)**

** **
|                                                                                    |   | **THREE MONTHS ENDED** |    |
|-----------------------------------------------------------------------------------------|--------|------------------------|---------|
|                                                                                    |   | **JUNE 30,**           |    |
|                                                                                    |   | **2002**               |    | **2001** |   |
|                                                                                    |   | **(000's) Omitted**    |    |
|                                                                                    |   |                   |    |   |   |
| Net  sales                                                                              |   | $                      | 3,753   |   | $ | 4,876 |   |
| Cost  of sales                                                                          |   | 2,805                  |    | 3,780 |   |
|                                                                                    |   |                   |    |   |   |
| Gross  profit                                                                           |   | 948                    |    | 1,096 |   |
|                                                                                    |   |                   |    |   |   |
| Selling,  general and administrative expenses                                           |   | 797                    |    | 831 |   |
|                                                                                    |   |                   |    |   |   |
| Income  from operations                                                                 |   | 151                    |    | 265 |   |
|                                                                                    |   |                   |    |   |   |
| Interest  expense                                                                       |   | 14                     |    | 39 |   |
|                                                                                    |   |                   |    |   |   |
| Income  before provision for income taxes and discontinued operations                   |   | 137                    |    | 226 |   |
|                                                                                    |   |                   |    |   |   |
| Provision  for income taxes                                                             |   | 8                      |    | 6 |   |
|                                                                                    |   |                   |    |   |   |
| Income  from continuing operations                                                      |   | 129                    |    | 220 |   |
|                                                                                    |   |                   |    |   |   |
| Loss  from discontinued operations                                                      |   | 3⁄4                 |    | (36 | ) |
|                                                                                    |   |                   |    |   |   |
| **Net income**                                                                          |   | **$**                  | **129** | ** ** | **$** | **184** | ** ** |
|                                                                                    |   |                   |    |   |   |
| Per share data for the three months  ended June 30, 2002 and 2001 are as follows:  |   |
|                                                                                    |   |                   |    |   |   |
| Weighted  average common shares and common equivalent shares outstanding:               |   |                   |    |   |   |
| Basic                                                                                   |   | 5,607,459              |    | 5,471,552 |   |
| Diluted                                                                                 |   | 7,340,658              |    | 7,433,933 |   |
|                                                                                    |   |                   |    |   |   |
| Net  income per share:                                                                  |   |                   |    |   |   |
| Basic                                                                                   |   |                   |    |   |   |
| Income  from continuing operations                                                      |   | $                      | 0.02    |   | $ | 0.04 |   |
| Loss  from discontinued operations                                                      |   | 3⁄4                 |    | (0.01 | ) |
| Net  income per common share                                                            |   | $                      | 0.02    |   | $ | 0.03 |   |
|                                                                                    |   |                   |    |   |   |
| Diluted                                                                                 |   |                   |    |   |   |
| Income  from continuing operations                                                      |   | $                      | 0.02    |   | $ | 0.03 |   |
| Loss  from discontinued operations                                                      |   | 3⁄4                 |    | 0.00 |   |
| Net  income per common share                                                            |   | $                      | 0.02    |   | $ | 0.03 |   |
|                                                                                         |        |                        |         |  |  |  |  |  |  |  |

** **

See accompanying notes to unaudited consolidated financialstatements.

** **

2

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**ASTREX, INC. ANDSUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF CASHFLOWS**

**(Unaudited)**

** **
|                                                                             |   | **FOR THE THREE MONTHS ENDED JUNE 30,** |       |
|----------------------------------------------------------------------------------|--------|-----------------------------------------|------------|
|                                                                             |   | **2002**                                |       | **2001** |   |
|                                                                             |   | **(000's) Omitted**                     |       |
|                                                                             |   |                                    |       |   |   |
| Cash flows from operating  activities:                                           |   |                                    |       |   |   |
| Net income                                                                       |   | $                                       | 129        |   | $ | 184 |   |
|                                                                             |   |                                    |       |   |   |
| Net income from  continuing operations                                           |   |                                    |       |   |   |
| *Adjustments  to reconcile net income to net cash used in operating activities:* |   |                                    |       |   |   |
|                                                                             |   |                                    |       |   |   |
| Depreciation and  amortization                                                   |   | 17                                      |       | 16 |   |
| Amortization of deferred  stock compensation                                     |   | 1                                       |       | 4 |   |
| *Changes  in assets and liabilities:*                                            |   |                                    |       |   |   |
| Decrease/(increase) in  accounts receivable, net                                 |   | 232                                     |       | (168 | ) |
| Increase in prepaid  expenses and other current assets                           |   | (183                                    | )          | (133 | ) |
| (Increase)/Decrease in  inventory                                                |   | (64                                     | )          | 125 |   |
| Decrease/(increase) in  non-current assets                                       |   | 4                                       |       | (7 | ) |
| Decrease in accounts  payable                                                    |   | (194                                    | )          | (30 | ) |
| Decrease in accrued  liabilities                                                 |   | (88                                     | )          | (180 | ) |
|                                                                             |   |                                    |       |   |   |
| Net cash used in  continuing operations                                          |   | (146                                    | )          | (189 | ) |
| Net operating activities  from discontinued operations                           |   | 3⁄4                                  |       | 36 |   |
| **Net cash  used in operating activities**                                       |   | **(146**                                | **)**      | **(153** | **)** |
|                                                                             |   |                                    | ** ** |   | ** ** |
| Cash flows used in  investing activities:                                        |   |                                    |       |   |   |
| Purchases of property and  equipment                                             |   | (20                                     | )          | (10 | ) |
|                                                                             |   |                                    |       |   |   |
| **Net cash  used in investing activities**                                       |   | **(20**                                 | **)**      | **(10** | **)** |
|                                                                             |   |                                    |       |   |   |
| Cash flows from financing  activities:                                           |   |                                    |       |   |   |
| Purchase of Treasury Stock                                                       |   | 3⁄4                                  |       | (5 | ) |
| Deferred financing costs                                                         |   | 3⁄4                                  |       | 3 |   |
| Proceeds from loans  payable, net                                                |   | 165                                     |       | 180 |   |
|                                                                             |   |                                    |       |   |   |
| **Net  cash  provided by financing activities**                             |   | **165**                                 | ** ** | **178** | ** ** |
|                                                                             |   |                                    | ** ** |   | ** ** |
| Net change in cash and  cash equivalents                                         |   | (1                                      | )          | 15 |   |
|                                                                             |   |                                    |       |   |   |
| Cash and cash equivalents  - beginning of period                                 |   | 4                                       |       | 8 |   |
|                                                                             |   |                                    |       |   |   |
| Cash and cash equivalents  - end of period                                       |   | $                                       | 3          |   | $ | 23 |   |

** **

See accompanying notes tounaudited consolidated financial statements.

** **

3

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**ASTREX, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

** **

** **

NOTE A - UNAUDITED FINANCIALSTATEMENTS

** **

The consolidated balance sheet as of June 30, 2002 andthe consolidated statements of income and the statement of cash flows for thethree months ended June 30, 2002 and 2001, have been prepared by the Companywithout audit.  In the opinion ofmanagement, all adjustments (which include only normally recurring adjustments)necessary to present fairly the financial position, results of operations andcash flows at June 30, 2002 (and for all periods presented) have been made.

** **

Certain information and note disclosures, normallyincluded in financial statements prepared in accordance with accountingprinciples generally accepted in the United States of America, have been condensedor omitted.  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, 2002 filed by the Company.  The results of operations for the periods ended June 31, 2002 and2001 are not necessarily indicative of the operating results for the respectivefull years.

** **

NOTE B — DISCONTINUED OPERATIONS

 

On November 1, 2001, themeasurment date, the Company approved a plan to close TF Cushing, Inc., (TFCushing) a wholly owned subsidiary of the Company.  The decision was made based on TF Cushing’s declining sales overthe past several years, and the Company’s opinion that a return toprofitability was unlikely. The Company also felt that TF Cushing’s customerbase, supplier base, and business focus (MRO (Maintenance Repair Organization)vs OEM(Original Equipment Manufacturer)) were significantly different from theCompany’s core business and therefore not easily integrated into the Company’score operations. The Company recognized a loss for the period ended December31, 2001 from discontinued operations of approximately $80,000 (net of statenet worth tax of $1,400) for the seven months up to the measurement date.  The Company recognized a loss from disposalof its discontinued operations of approximately $265,000 from the measurementdate to December 31, 2001.  The loss ondisposal included operating losses from the measurement date of approximately$44,000, loss on disposal of inventory of approximately $70,000 and estimatesfor further impairment of inventory caused by the disposal decision of$100,000.

 

4

----

 

The remainder of thedisposal loss included liabilities for severance and estimates formiscellaneous expenses related to the disposal of its TF Cushingsubsidiary.  The Company retained TFCushing’s remaining assets and assumed its liabilities at December 31, 2001,consisting of net accounts receivable of approximately $44,000, net inventoryof approximately $15,000 and liabilities of approximately $59,000. For thethree months ended June 30, 2001, the Company incurred a loss from discontinuedoperations of $36,000.

** **

** **

NOTE C — EARNINGS PER COMMON SHARE

 

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

** **
|                                                         |   | **Three months ended** |       |
|--------------------------------------------------------------|--------|------------------------|------------|
|                                                         |   | **June 30,**           |       |
|                                                         |   | **2002**               |       | **2001** |   |
|                                                         |   | **(Unaudited)**        |       | **(Unaudited)** |   |
|                                                         |   |                   | ** ** |   | ** ** |
| Basic                                                        |   | 5,607,459              |       | 5,471,552 | ** ** |
| Effect  of Series B Convertible Preferred Stock              |   | 1,691,199              |       | 1,897,381 | ** ** |
| Effect  of dilutive securities (non-vested restricted stock) |   | 40,000                 |       | 65,000 | ** ** |
| Diluted                                                      |   | 7,340,658              |       | 7,433,933 | ** ** |

** **

5

----

** **

**ASTREX, INC. AND SUBSIDIARIES**

**MANAGEMENT’S DISCUSSION AND ANALYSIS**

**OR PLAN OFOPERATIONS**

** **

**RESULTS OF OPERATIONS**

** **

                Duringthe quarter ending December 31, 2001, the Company approved and implemented aplan to close its wholly owned subsidiary, TF Cushing.  TF Cushing had operated as a separateMaintenance Repair Organization (“MRO”) distributor of electronic, electrical,and industrial supplies, with a customer base, supplier base and business focus(MRO vs Original Equipment Manufacturer (“OEM”)), significantly different fromthe Company’s core business.  Based onseveral years of declining sales, the potential of its two key franchises, theCompany’s opinion that a return to profitability was extremely unlikely, andthe Company’s opinion that TF Cushing’s business could not be efficientlyintegrated into its core business, the decision was made to discontinueoperations.

** **

                Thefollowing discussion of results of operations is from continuing operationsand, except as indicated, exclusive of the Company’s TF Cushing subsidiary.

** **

                Incomefrom continuing operations for the three months ended June 30, 2002 wasapproximately $129,000, a decrease of $91,000 or 41% from the same three monthperiod last fiscal year.  This decreaseis principally the result of the lower sales volume.  For the three months ended June 30, 2001, the Company incurred aloss from discontinued operations of $36,000. As a result, net income for the three months ended June 30, 2002 was$129,000 as compared to net income of $184,000 in the comparable quarter a yearago.  Given the severe downturngenerally experienced in the electronic industry, the Company is pleased withthese results.  Future results aresomewhat dependent on the recovery in the overall electron componentmarket,  although the Company’snon-reliance on any one market segment helps mitigate any future negativeimpact.

** **

                Salesdecreased by approximately $1,123,000 or 23%, for the three months ended June30, 2002, from the comparable three month period in 2001. To a significant extent“Sales” reflect shipping of past confirmed orders (i.e. “backlog”) as opposedto placement of orders during the quarter (i.e. “bookings”). During the quarterended June 30, 2002 backlog decreased approximately 30% with confirmed butunshipped orders at June 30, 2002 of approximately $2,851,000 as compared toapproximately $4,096,000 at June 30, 2001. Bookings for the quarter ended June30, 2002 decreased by 18% as compared to the comparable quarter in 2001,$3,642,000 compared to $4,417,000.

** **

                TheCompany’s gross margin improved to 25.3% for the three months ended June 30,2002 as  compared to 22.5% for the sameperiod last year.  The change isattributable to improved sales from higher margin product lines as well asreductions in sales from lower margin product lines.

** **

6

----

 

** **

                Selling,general and administrative expenses decreased by approximately $34,000, or 4%,for the three months ended June 30, 2002 from the comparable previous threemonth period in 2001. This decrease was primarily the result of increasedreimbursement of advertising costs received by the Company from variousvendors.

** **

                Interestexpense decreased by approximately $25,000 for the three months ended June 30,2002, from the previous comparable three month period in 2001 due to areduction in interest rates as well as a reduction in borrowings by theCompany.

** **

**               **The provision for incometaxes for the three months ended June 30, 2002 and 2001 consists principally ofstate and local taxes.

# ** **

** **

**LIQUIDITY AND CAPITAL RESOURCES**

** **

TheCompany utilized approximately $146,000 for its operating activities during thethree months ended June 30, 2002.  AtJune 30, 2002, the Company had working capital of $5,810,000 and itsstockholders’ equity was $4,865,000. The Company believes that its present working capital, cash generatedfrom operations and amounts available under the loan agreement will besufficient to meet its cash needs during the next year. The Company’s principalcredit facility is a line of credit and a term loan from the same bank lender(“Line”).  The Line is secured bysubstantially all of the Company’s assets including a mortgage on the 205Express Street property.  The term ofthe Line runs to April 30, 2005. Borrowings under the line of credit portion of the Line, are based onthe Company’s inventory and receivables. On June 30, 2002, the Company owed$1,694,000 on the Line. The Company’s relationship with its secured lender issatisfactory and the Company believes that the lending arrangement will beadequate for the foreseeable future. The Company currently has no significant commitments for capitalexpenditures.

** **

** **

** **

### **CAUTIONARYLANGUAGE REGUARDING FORWARD LOOKING STATEMENTS**

** **

Whenused herein, the words “believe,” “anticipate,” “think,” “intend,” “will be,”“expect” and similar expressions identify forward-looking statements within themeaning of the Private Securities Litigation Reform Act  of 1995. Such statements are not guarantees of future performance and involvecertain risks and uncertainties discussed herein, which could cause actualresults to differ materially from those in the forward-looking statements.  Readers are cautioned not to place unduereliance on the forward-looking statements, which speak only as of the datehereof.  Readers are also urgedcarefully to review and consider the various disclosures made by the Companywhich attempt to advise interested parties of the factors which affect theCompany’s business, including, without limitation, the disclosures made in theCompany’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2002under the caption “Management’s Discussion and Analysis of Financial Conditionand Results of  Operation.”

** **

7

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**PART II - OTHER INFORMATION**

** **

Item 1.  Legal Proceedings.

                none

** **

** **

Item 2.  Changes in Securities.

                none

** **

** **

Item 3.  Default Upon Senior Securities.

                none

** **

** **

** **

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

** **

                none

** **

** **

** **

** **

** **

** **

** **

Item 5.  OtherInformation

** **

** **

In the three months ended June 30,2001, the Company purchased 15,000 shares of its stock  on the open market.  These shares were recorded as treasury stockat their aggregate cost of approximately $5,000.

** **

8

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Item6.    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)           Reportson Form 8-K:

** **

                None

** **

9

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SIGNATURES

** **

In accordance with the requirements of SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf, thereunto duly authorized.

** **

** **

** **
|        |             |   |   | ASTREX,  INC.           |
|-------------|------------------|--------|--------|-------------------------|
|        |             |   |   |                    |
| Date:  | August 12, 2002  |   | By:    | s/ Michael McGuire      |
|        |             |   |   | Michael McGuire         |
|        |             |   |   | Director, President and |
|        |             |   |   | Chief Executive Officer |
|        |             |   |   |                    |
|        |             |   |   | CHIEF FINANCIAL OFFICER |
|        |             |   |   | OF ASTREX, INC.         |
|        |             |   |   |                    |
| Date:  | August  12, 2002 |   | By:    | s/  Joseph Looney       |
|        |             |   |   | Joseph  Looney          |
|        |             |   |   | Chief Financial Officer |

** **

10

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**CERTIFICATION OF PERIODIC REPORT**

** **

** **

** **

** **

** **

I, Michael McGuire, President and Chief ExecutiveOfficer of Astrex, Inc. (the “Company”), certify, pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

** **

1.                     The Quarterly Report ofForm 10-QSB of the Company for the quarterly period ended June 30, 2002 (the“Report”) fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d); and

2.                     The informationcontained in the Report fairly presents, in all material respects, thefinancial condition and results of operations of the Company.

** **

** **
| August 12, 2002 |   |   |               |
|-----------------|--------|--------|--------------------|
|            |   |   |               |
|            |   |   | s/ Michael McGuire |   |
|            |   |   | Michael McGuire    |
|            |   |   | President and CEO  |

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**CERTIFICATION OF PERIODIC REPORT**

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I, Joseph Looney, Chief Financial Officer of Astrex,Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-OxleyAct of 2002, 18 U.S.C. Section 1350, that:

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1.                     The Quarterly Report ofForm 10-QSB of the Company for the quarterly period ended June 30, 2002 (the“Report”) fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d); and

2.                     The informationcontained in the Report fairly presents, in all material respects, thefinancial condition and results of operations of the Company.

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| August 12, 2002 |   |   |                    |
|-----------------|--------|--------|-------------------------|
|            |   |   |                    |
|            |   |   | s/ Joseph Looney        |   |
|            |   |   | Joseph Looney           |
|            |   |   | Chief Financial Officer |

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12

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