================================================================================

                      U.S. SECURITIES & EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-QSB

(Mark One)
[X]         QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the quarterly period ended May 31, 2002

[_]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from _________ to _________

                       Commission file number_____________

                             Solitron Devices, Inc.
        (Exact name of small business issuer as specified in its charter)

                 Delaware                              22-1684144
                 --------                              ----------
      (State or other jurisdiction of     (IRS Employer Identification Number)
      incorporation or organization)

              3301 Electronics Way, West Palm Beach, Florida 33407
              ----------------------------------------------------
                    (Address of principal executive offices)

                                 (561) 848-4311
                                 --------------
                           (Issuer's telephone number)

                                      N/A
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of February 28, 2002: 2,070,821.

Transitional Small Business Disclosure Format (check one):

Yes    X         No
    -------          -------
================================================================================
<PAGE>

                             SOLITRON DEVICES, INC.
                             ----------------------

                                      INDEX



PART 1 - FINANCIAL INFORMATION
------------------------------


Item   1.  Financial Statements (unaudited):

             Consolidated Balance Sheets -- May 31, 2002 and February 28, 2002


             Consolidated Statements of Operations -- Three Months Ended
             May 31, 2002 and 2001


             Consolidated Statements of Cash Flows  -- Three Months Ended
             May 31, 2002 and 2001


             Notes to Consolidated Financial Statements


Item   2.  Management's Discussion and Analysis of Financial Condition and
             Results of Operations


PART II - OTHER INFORMATION
---------------------------


Item   1.  Legal Proceedings

Item   2.  Changes in Securities and Use of Proceeds

Item   3.  Defaults Upon Senior Securities

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

Item   5.  Other Information

Item   6.  Exhibits and Reports on Form 8-K

Signatures


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION
                         ------------------------------




ITEM 1.    Financial Statements:  Pages 4 - 9



ITEM 2.    Management's Discussion and Analysis of Financial Condition and
           Results of operations:  Pages 10-13



















                                       3
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------

                                     ASSETS
                                     ------





                                              May 31, 2002     February 28, 2002
                                               ----------          ----------
                                               (Unaudited)          (Audited)
CURRENT ASSETS:
Cash                                           $1,616,000          $1,335,000
Accounts receivable, less allowance
     for doubtful accounts of $2,000              690,000             965,000
Inventories                                     2,730,000           2,692,000
Prepaid expenses and other current assets         129,000             135,000
Due from S/V Microwave                              1,000               1,000
                                               ----------          ----------

     Total current assets                      $5,166,000          $5,128,000

PROPERTY, PLANT AND EQUIPMENT, net                458,000             477,000
NON-OPERATING PLANT FACILITIES, net of cost
     to dispose                                         0                   0
OTHER ASSETS                                       52,000              52,000
                                               ----------          ----------

TOTAL ASSETS                                   $5,676,000          $5,657,000
                                               ==========          ==========












                   The accompanying notes are an integral part
                          of these financial statements

                                       4
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------



LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE><CAPTION>
                                                                                May 31, 2002       February 28, 2002
                                                                                -----------           -----------
                                                                                (Unaudited)            (Audited)
<S>                                                                             <C>                   <C>
CURRENT LIABILITIES:
     Current portion of accrued environmental expenses                          $   765,000           $   738,000
     Accounts payable - Post petition                                               400,000               410,000
     Accounts payable - Pre-petition, current portion                               639,000               651,000
     Accrued expenses and other liabilities                                       1,250,000             1,271,000
     Accrued Chapter 11 administrative expense                                        1,000                 1,000
                                                                                -----------           -----------

        Total current liabilities                                               $ 3,055,000           $ 3,071,000


Other long-term liabilities net of current portion,
      net of cost to dispose of non-operating plant facilities                      444,000               430,000
                                                                                -----------           -----------

TOTAL LIABILITIES                                                               $ 3,499,000           $ 3,501,000
                                                                                ===========           ===========


Stockholders' Equity:
     Preferred stock, $.01 par value,
       authorized 500,000 shares,
       0 shares issued and outstanding                                                  -0-                   -0-

    Common stock $.01 par value,
       authorized 10,000,000 shares,
       issued and outstanding 2,070,821                                              21,000                21,000

     Additional paid-in capital                                                   2,617,000             2,617,000

     Accumulated deficit                                                           (461,000)             (482,000)
                                                                                -----------           -----------

        Total stockholders' equity                                                2,177,000             2,156,000
                                                                                -----------           -----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                        $ 5,676,000           $ 5,657,000
                                                                                ===========           ===========
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements

                                       5
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------


<TABLE><CAPTION>
                                                          Three Months Ended May 31,
                                                         2002                  2001
                                                      -----------           -----------
                                                      (Unaudited)           (Unaudited)
<S>                                                   <C>                   <C>
Net Sales:                                            $ 1,818,000           $ 1,658,000
Cost of sales                                           1,520,000             1,498,000
                                                      -----------           -----------

Gross Profit                                              298,000               160,000

Selling, general and administrative expenses              278,000               341,000
                                                      -----------           -----------

Operating  income/(loss)                                   20,000              (181,000)
                                                      -----------           -----------


Other Income (Expense):
   Other income                                            16,000                36,000
   Interest expense                                       (13,000)              (15,000)
   Other                                                   (2,000)               (2,000)
                                                      -----------           -----------

 Net other income (expense)                                 1,000                19,000
                                                      -----------           -----------

 Net income/(loss)                                    $    21,000           $  (162,000)
                                                      ===========           ===========

INCOME/(LOSS) PER SHARE: Basic                        $      0.01           $      (.08)
                         Diluted                      $      0.01           $      (.08)

WEIGHTED AVERAGE SHARES
   OUTSTANDING           Basic                          2,070,821             2,068,731
                         Diluted                        2,089,816             2,068,731

</TABLE>



                   The accompanying notes are an integral part
                   of these consolidated financial statements


                                       6
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------



<TABLE><CAPTION>
                                                                    Three Months Ended May 31,
                                                                   2002                  2001
                                                                -----------           -----------
                                                                (Unaudited)           (Unaudited)
<S>                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net profit (loss)                                       $    21,000           $  (162,000)
                                                                -----------           -----------
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
        Depreciation and amortization                                43,000                53,000
            (Increase)/Decrease in:
               Accounts Receivable                                  275,000                93,000
               Inventories                                          (38,000)              (80,000)
               Prepaid Expenses
                 and other current assets                             6,000                44,000
               Due from SV Microwave                                   --                   2,000
            Increase/(Decrease) in:
               Accounts Payable                                     (22,000)               (5,000)
               Accrued Expenses and other liabilities               (21,000)              109,000
                 Accrued Environmental Expenses                      27,000                27,000
               Other Long Term Liabilities                           14,000               (30,000)
                                                                -----------           -----------

Total adjustments                                                   284,000               213,000
                                                                -----------           -----------

        Net cash provided by
        operating activities                                        305,000                51,000
                                                                -----------           -----------

CASH FLOW FROM INVESTING ACTIVITIES:
        Additions to property, plant and equipment                  (24,000)             (157,000)
                                                                -----------           -----------

               Net Cash used in investing activities                (24,000)             (157,000)
                                                                -----------           -----------


NET INCREASE (DECREASE) IN CASH                                     281,000              (106,000)
CASH AT BEGINNING OF PERIOD                                     $ 1,335,000           $ 2,190,000
                                                                -----------           -----------
CASH AT END OF PERIOD                                           $ 1,616,000           $ 2,084,000
                                                                ===========           ===========
</TABLE>

Supplemental cash flow disclosure: Interest paid during the three months ended
May 31, 2002 and 2001 was approximately $13,000 and $15,000 respectively.





                   The accompanying notes are an integral part
                   of these consolidated financial statements

                                       7
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Unaudited)

1.       General:
         -------

The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for a fair
statement of the results for the interim period.

The accompanying unaudited interim consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission for reporting on Form 10-QSB. Pursuant to such rules and regulations,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted.

The information contained in this Form 10-QSB should be read in conjunction with
the Notes to Consolidated Financial Statements appearing in the Company's Annual
Report on Form 10-KSB for the year ended February 28, 2002.

The results of operations for the three-month period ended May 31, 2002 are not
necessarily indicative of the results to be expected for the year ended February
28, 2003.

2.       ENVIRONMENTAL REGULATION
         ------------------------

While the Company believes that it has the environmental permits necessary to
conduct its business and that its operations conform to present environmental
regulations, increased public attention has been focused on the environmental
impact of semiconductor operations. The Company, in the conduct of its
manufacturing operations, has handled and does handle materials that are
considered hazardous, toxic or volatile under federal, state, and local laws
and, therefore, is subject to regulations related to their use, storage,
discharge, and disposal. No assurance can be made that the risk of accidental
release of such materials can be completely eliminated. In the event of a
violation of environmental laws, the Company could be held liable for damages
and the costs of remediation and, along with the rest of the semiconductor
industry, is subject to variable interpretations and governmental priorities
concerning environmental laws and regulations. Environmental statutes have been
interpreted to provide for joint and several liability and strict liability
regardless of actual fault. There can be no assurance that the Company and its
subsidiaries will not be required to incur costs to comply with, or that the
operations, business, or financial condition of the Company will not be
materially adversely affected by, current or future environmental laws or
regulations.

The information contained in this Form 10-QSB should be read in conjunction with
the "Business - Environmental Liabilities" section appearing in the Company's
Annual Report on Form 10-KSB for the year ended February 28, 2002.

3.       INVENTORIES:
         ------------

As of May 31, 2002 net inventories consist of the following:

            Raw Materials                                   $ 1,376,000
            Work-In-Process and Finished Goods                1,354,000
                                                            -----------
            Total Net Inventories                           $ 2,730,000
                                                            -----------

                                       8
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Unaudited)


4.          GOING CONCERN:
            --------------

The Company's consolidated financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities as they become due. Although the Company has projected that it will
be able to generate sufficient funds to support its ongoing operations, it has
significant obligations arising from settlements in connection with its
bankruptcy necessitating it to make substantial cash payments which cannot be
supported by the current level of operations. The Company must be able to obtain
forbearance or be able to renegotiate its bankruptcy related required payments
to unsecured creditors, the Environmental Protection Agency ("USEPA"), the
Florida Department of Environmental Protection ("FDEP"), and certain taxing
authorities or raise sufficient cash in order to pay these obligations as
currently due, in order to remain a going concern.

The Company continues to negotiate with its unsecured creditors, the USEPA, the
FDEP, and taxing authorities in an attempt to arrive at reduced payment
schedules. In addition, the Company has a contingency plan to reduce its size
and thereby reduce its cost of operations within certain limitations. However,
no assurance can be made that the Company can reach a suitable agreement with
the unsecured creditors or taxing authorities or obtain additional sources of
capital and/or cash or that the Company can generate sufficient cash to meet its
obligations over the next year.

The financial statements do not include any adjustments to reflect the possible
future effect on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

5.          SUBSEQUENT EVENT:
            -----------------

On June 26, 2002, the Company executed an agreement with a third party for the
sale of the Solitron Microwave Superfund Site in Port Salerno, Florida, which
consists of a 42,000 square foot building and 23 acres of undeveloped land. The
purchase price for the property is $800,000, and the closing of the sale is
required to take place within 330 days of the execution of the agreement,
provided certain contingencies are met. After deducting amounts required to
satisfy certain non-environmental liens on the property, such as those for
taxes, and certain of the Company's expenses in connection with the sale of the
property, the net proceeds of the sale will be paid over to the U.S.
Environmental Protection Agency ("USEPA") to release certain liens on the
property for costs incurred by USEPA in connection with the investigation and
remediation of the site. The Consent Final Judgment between the Company and the
Florida Department of Environmental Protection, dated as of October 21, 1993,
may need to be modified by the parties to allow for the net proceeds to go to
USEPA. The release of USEPA's lien does not discharge the Company's alleged
liability for clean-up costs of the site, which are currently still under
negotiation with USEPA.



                                       9
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                -------------------------------------------------
                       CONDITION AND RESULTS OF OPERATIONS
                       -----------------------------------

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations
         -------------

Forward-Looking Statements
--------------------------
Information in this Form 10-QSB, including any information incorporated by
reference herein, includes "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and is subject to the safe-harbor created by
such sections. The Company's actual results may differ significantly from the
results discussed in such forward-looking statements.

Statements regarding:

     o   sources and availability of liquidity;
     o   anticipated recovery of volume and price of product sales;
     o   strategic plans to improve the Company's performance;
     o   the Company's ability to fill its backlog;
     o   the Company's ability to sustain or grow bookings and sales;
     o   the Company's ability to implement effectively cost-cutting or
         downsizing measures;
     o   the Company's compliance with environmental laws, orders and
         investigations and the future cost of such compliance;
     o   expectations regarding military and defense spending;
     o   implementation of the Plan of Reorganization and the Company's ability
         to make payments required under the Plan of Reorganization or otherwise
         or to generate sufficient cash from operations or otherwise;
     o   expectations of being released from certain environmental liabilities
         and the Company's ability to satisfy such liabilities;
     o   amounts that the Company may receive (or not receive) upon the sale of
         certain properties and the expected application of such funds; and
     o   other statements contained in this report that address activities,
         events of developments that the Company expects, believes or
         anticipates will or may occur in the future, and similar statements are
         forward-looking statements.

These statements are based upon assumptions and analyses made by the Company in
light of current conditions, future developments and other factors the Company
believes are appropriate in the circumstances, or information obtained from
third parties and are subject to a number of assumptions, risks and
uncertainties. Readers are cautioned that forward-looking statements are not
guarantees of future performance and that actual results might differ materially
from those suggested or projected in the forward-looking statements. Factors
that may cause actual future events to differ significantly from those predicted
or assumed include, but are not limited to:

     o   a misinterpretation of the Company's capital needs and sources and
         availability of liquidity;
     o   a change in government regulations which hinders the Company's ability
         to perform government contracts;
     o   a shift in or misinterpretation of industry trends;
     o   inability to sustain or grow bookings and sales;
     o   inability to capitalize on competitive strengths or a misinterpretation
         of those strengths;
     o   the emergence of improved, patented technology by competitors;
     o   a misinterpretation of the nature of the competition, the Company's
         competitive strengths or its reputation in the industry;
     o   inability to respond quickly to customers' needs and to deliver
         products in a timely manner resulting from unforeseen circumstances;
     o   inability to generate sufficient cash to sustain operations;
     o   failure of price or volume recovery;

                                       10
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                -------------------------------------------------
                       CONDITION AND RESULTS OF OPERATIONS
                       -----------------------------------
     o   failure to successfully implement cost-cutting or downsizing measures,
         strategic plans or the insufficiency of such measures and plans;
     o   changes in military or defense appropriations;
     o   inability to make or renegotiate payments under the Company's Plan of
         Reorganization;
     o   unexpected impediments affecting ability to fill backlog;
     o   inability to be released from environmental liabilities;
     o   an increase in the expected cost of environmental compliance based on
         factors unknown at this time;
     o   changes in law or industry regulation;
     o   inability to sell certain properties or to obtain expected prices for
         such properties;
     o   unexpected growth or stagnation of the business; and
     o   other unforeseen activities, events and developments that may occur in
         the future.

Overview:
---------
Solitron Devices, Inc., a Delaware corporation (the "Company" or "Solitron"),
designs, develops, manufactures and markets solid-state semiconductor components
and related devices primarily for the military and aerospace markets. The
Company manufactures a large variety of bipolar and metal oxide semiconductor
power transistors, power and control hybrids, junction and MOS field effect
transistors, thin film resistors and other related products. Most of the
Company's products are custom made pursuant to contracts with customers whose
end products are sold to the United States government. Other products, such as
Joint Army Navy transistors, diodes and Standard Military Drawings voltage
regulators, are sold as standard or catalog items.

The following discussion and analysis of factors which have affected the
Company's financial position and operating results during the periods included
in the accompanying condensed consolidated financial statements should be read
in conjunction with the Consolidated Financial Statements and the related Notes
to Consolidated Financial Statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations included in the Company's Annual
Report on Form 10-KSB for the year ended February 28, 2002 and the Condensed
Consolidated Financial Statements and the related Notes to Condensed
Consolidated Financial Statements included in Item 1 of this Quarterly Report on
Form 10-QSB.

Trends and Uncertainties:
-------------------------
During the three months ended May 31, 2002, the company's book-to-bill ratio
decreased to approximately 0.84, reflecting both an increase in the volume of
shipments and a lower amount of orders booked. The Company does not believe that
the change in the book-to-bill ratio indicates a specific trend in the demand
for the Company's products. Generally, the intake of orders over the last
eighteen months has been low as a result of the general slow-down of the economy
and of continued cuts in defense spending on programs the Company supports,
which is expected to continue over the next six to nine months. The Company
continued to implement steps intended to reduce its variable manufacturing costs
to offset the impact of the low volume of orders to be shipped. However, should
order intake continue at the level experienced in the last eighteen months, the
Company might be required to implement further cost cutting or other downsizing
measures to continue its business operations.

Results of Operations-Three Months Ended May 31, 2002 Compared to Three Months
------------------------------------------------------------------------------
Ended May 31, 2001:
-------------------
Net sales for the three months ended May 31, 2002 increased approximately 10% to
$1,818,000 as compared to $1,658,000 for the three months ended May 31, 2001.
This increase was primarily attributable to a higher level of orders that were
to be shipped in accordance with customer requirements.

                                       11
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                -------------------------------------------------
                       CONDITION AND RESULTS OF OPERATIONS
                       -----------------------------------


Cost of sales for the three months ended May 31, 2002 increased to $1,520,000
from $1,498,000 for the comparable period in 2001. However, expressed as a
percentage of sales, Cost of sales decreased to 83.6% from 90.35% for the same
periods. This change was due partly to a higher level of shipments and partly to
slight reductions in material and labor costs expressed as a percentage of
sales.

Gross profit for the three months ended May 31, 2002 increased to $298,000 from
$160,000 for the three months ended May 31, 2001. Accordingly, gross margins on
the Company's sales increased to 16.4% for the three months ended May 31, 2002
in comparison to 9.65% for the three months ended May 31, 2001. This change was
due partly to a higher level of shipments and partly to slight reductions in
material and labor costs expressed as a percentage of sales.

For the three months ending May 31, 2002, the Company shipped 193,321 units as
compared with 99,579 units shipped during the same period of the prior year. It
should be noted that since the Company manufactures a wide variety of products
with an average sale price ranging from less than one dollar to several hundred
dollars, such periodic variations in the Company's volume of units shipped might
not be a reliable indicator of the Company's performance.

The Company's backlog of open orders increased 7.3% for the three months ended
May 31, 2002 as compared to a decrease of 4.7% for the three months ended May
31, 2001. Changes in the backlog reflect the changes in the intake of orders and
in the delivery dates required by customers.

The Company has experienced an increase in the level of booking of approximately
3% for the quarter ended May 31, 2002 as compared to the same period for the
previous year principally as a result of a higher demand for its product in this
period.

Selling, general, and administrative expenses decreased to $278,000 for the
three months ended May 31, 2002 from $341,000 for the comparable period in 2001.
During the three months ending May 31, 2002, selling, general, and
administrative expenses as a percentage of sales decreased to 15.3% as compared
with 20.6% for the three months ending May 31, 2001. This decrease is due to
lower salaries and to lower legal fees offset slightly by an increase in
commissions paid on sales.

Operating Income for the three months ended May 31, 2002 increased to a profit
of $20,000 from a loss of $181,000 for the three months ended May 31, 2001. This
increase is due to a higher gross profit and to a decrease in selling, general
and administrative expenses.

The Company recorded a net other income of $1,000 for the three months ended May
31, 2002 versus a net other income of $19,000 for the three months ended May 31,
2001. The variance was due primarily to a decrease in the Company's interest
income, which resulted from both a smaller average invested cash balance and
lower interest rates received from the Company's bank.

Net income for the three months ended May 31, 2002 increased to a profit of
$21,000 from a loss of $(162,000) for the same period in 2001. This increase is
due to a higher sales volume and to a decrease in selling, general and
administrative expenses.

                                       12
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                -------------------------------------------------
                       CONDITION AND RESULTS OF OPERATIONS
                       -----------------------------------

Liquidity and Capital Resources
-------------------------------

The Company's sole source of liquidity is cash generated by ongoing operations.
The Company's liquidity is expected to be adversely affected in the short term
due to the anticipated lower level of revenue in the next six to nine months.
The Company's liquidity is not expected to improve until the Company's revenue
increases above its breakeven point.

Furthermore, the Company's liquidity continues to be adversely affected by
significant non-recurring expenses associated with the Company's 1993 bankruptcy
petition obligations and the Company's inability to obtain additional working
capital through the sale of debt or equity securities or the sale of
non-operating assets. For a more complete discussion of the Company's bankruptcy
obligations, see "Business - Bankruptcy Proceedings" in the Company's Form
10-KSB filed for the period ended February 28, 2002.

The Company is required to make quarterly payments to holders of unsecured
claims until they receive 35 percent (35%) of their pre-petition claims. At May
30, 2002, the Company is currently scheduled to pay approximately $1,980,000 to
holders of allowed unsecured claims in quarterly installments of approximately
$62,000. As of May 30, 2002, the Company paid approximately $366,000 to its
unsecured creditors.

On June 26, 2002, the Company executed an agreement with a third party for the
sale of the Solitron Microwave Superfund Site in Port Salerno, Florida, which
consists of a 42,000 square foot building and 23 acres of undeveloped land. The
purchase price for the property is $800,000, and the closing of the sale is
required to take place within 330 days of the execution of the agreement,
provided certain contingencies are met. After deducting amounts required to
satisfy certain non-environmental liens on the property, such as those for
taxes, and certain of the Company's expenses in connection with the sale of the
property, the net proceeds of the sale will be paid over to the U.S.
Environmental Protection Agency ("USEPA") to release certain liens on the
property for costs incurred by USEPA in connection with the investigation and
remediation of the site. The Consent Final Judgment between the Company and the
Florida Department of Environmental Protection, dated as of October 21, 1993,
may need to be modified by the parties to allow for the net proceeds to go to
USEPA. The release of USEPA's lien does not discharge the Company's alleged
liability for clean-up costs of the site, which are currently still under
negotiation with USEPA. For a more definitive description of environmental
matters pertaining to the Port Salerno property, please refer to
"Business--Environmental Liabilities" in the Company's Annual Report on Form
10-KSB for the year ended February 28, 2002.

The Company reported a net income of $21,000 and an operating income of $20,000
for the three months ended May 31, 2002. The Company has significant obligations
arising from settlements related to its bankruptcy proceeding which require it
to make substantial cash payments, which cannot be supported by the Company's
current level of operations.

At May 31, 2002, February 28, 2002 and May 31, 2001 respectively, the Company
had cash of $1,616,000, $1,335,000 and $2,084,000. The increase during the last
three months was primarily attributable to higher revenues and to lower
expenses. Reduction in accounts receivable contributed $275,000 to the last
three months' positive cash flow generated by ongoing operations.

At May 31, 2002, the Company had working capital of $2,111,000 as compared with
a working capital at May 31, 2001 of $2,531,000. At February 28, 2002, the
Company had a working capital of $2,057,000. The approximately $54,000 increase
for the three months ended May 31, 2002 was due mainly to an increase in cash.

                                       13
<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------


ITEM 1.      LEGAL PROCEEDINGS:
             ------------------
             None.


ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS:
             ------------------------------------------
             None.


ITEM 3.      DEFAULTS UPON SENIOR SECURITIES:
             ---------------------------------
             See "Management's Discussion and Analysis - Liquidity and Capital
             Resources" in this Form 10-QSB and "Business - Bankruptcy
             Proceedings" in the Company's Form 10-KSB for the period ended
             February 28, 2002, for a discussion of the status of payments
             pursuant to the Company's 1993 bankruptcy reorganization.

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)  Contract for Purchase and Sale dated as of June 26, 2002,
                   between the Company and Port Salerno Industrial Park, LLC

              (b)  Forms 8-K:
                   None.







                                       14
<PAGE>


                                   SIGNATURES
                                   ----------


In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
therein duly authorized.




                                                   SOLITRON DEVICES, INC.


                                                    /s/ Shevach Saraf
Date:  July 8, 2002                                ----------------------------
                                                   By:   Shevach Saraf
                                                   Title:  Chairman, President,
                                                   Chief Executive Officer and
                                                   principal accounting officer




















                                       15
<PAGE>

                                  EXHIBIT INDEX
                                  -------------




EXHIBIT NUMBER             DESCRIPTION
--------------             -----------

10.1*                      Contract for Purchase and Sale, dated as of June 26,
                           2002, between the Company and Port Salerno Industrial
                           Park, LLC



* filed herewith























                                       16