<PAGE>

                       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, 2001

[_] 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)
--------------------------------------------------------------------------------
  (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 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 the latest practicable date: 2,068,731.

                                       1
<PAGE>

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

                                     INDEX



PART 1 - FINANCIAL INFORMATION

Item  1. Financial Statements (unaudited):

          Consolidated Balance Sheets -- May 31, 2001 and February 28, 2001

          Consolidated Statements of Operations -- Three Months Ended May 31,
           2001 and 2000

          Consolidated Statements of Cash Flows -- Three Months Ended May 31,
           2001 and 2000

          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

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
                                    ------


<TABLE>
<CAPTION>
                                                       May 31, 2001     February 28, 2001
                                                       ------------     -----------------
                                                        (Unaudited)          (Audited)
<S>                                                    <C>              <C>
CURRENT ASSETS:
Cash                                                     $2,084,000         $2,190,000
    Accounts receivable, less allowance
      for doubtful accounts of $1,000                       809,000            902,000
Inventories                                               2,527,000          2,447,000
    Prepaid expenses and other current assets                76,000            120,000
    Due from S/V Microwave                                    3,000              5,000
                                                         ----------         ----------

    Total current assets                                 $5,499,000         $5,664,000

PROPERTY, PLANT AND EQUIPMENT, net                          508,000            404,000
NON-OPERATING PLANT FACILITIES, net of cost to dispose            0                  0
OTHER ASSETS                                                 52,000             52,000
                                                         ----------         ----------

                                                         $6,059,000         $6,120,000
                                                         ==========         ==========
</TABLE>

                  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, 2001  February 28, 2001
                                                                       ------------  -----------------
                                                                        (Unaudited)      (Audited)
<S>                                                                    <C>           <C>
CURRENT LIABILITIES:
    Current portion of accrued environmental expenses                   $   657,000    $   630,000
    Accounts payable - Post petition                                        387,000        380,000
    Accounts payable - Pre-petition, current portion                        495,000        507,000
    Accrued expenses and other liabilities                                1,428,000      1,319,000
    Accrued Chapter 11 administrative expense                                 1,000          1,000
                                                                        -----------    -----------

      Total current liabilities                                         $ 2,968,000    $ 2,837,000


Other long-term liabilities net of current portion,
             net of cost to dispose of non-operating plant facilities       680,000        710,000
                                                                        -----------    -----------

TOTAL LIABILITIES,                                                      $ 3,648,000    $ 3,547,000
                                                                        ===========    ===========


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 2,068,821                                      21,000         21,000

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

    Accumulated deficit                                                    (227,000)       (65,000)
                                                                        -----------    -----------

      Total shareholder equity                                            2,411,000      2,573,000
                                                                        -----------    -----------

                                                                        $ 6,059,000    $ 6,120,000
                                                                        ===========    ===========
</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,
                                                                  2001                     2000
                                                              -----------               ----------
                                                              (Unaudited)              (Unaudited)
<S>                                                           <C>                      <C>
Net Sales:                                                    $ 1,658,000               $2,045,000
Cost of sales                                                   1,498,000                1,571,000
                                                              -----------               ----------

Gross Profit                                                      160,000                  474,000

Selling, general and administrative expenses                      341,000                  303,000
                                                              -----------               ----------

Operating  income/(loss)                                         (181,000)                 171,000
                                                              -----------               ----------

Other Income (Expense):
   Other income                                                    36,000                   24,000
   Interest expense                                               (15,000)                 (20,000)
   Other                                                           (2,000)                  (3,000)
                                                              -----------               ----------

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

 Net income/(loss)                                            $  (162,000)              $  172,000
                                                              ===========               ==========

INCOME/(LOSS) PER SHARE: Basic                                $      (.08)              $      .08
                         Diluted                              $      (.08)              $      .07

WEIGHTED AVERAGE SHARES
   OUTSTANDING           Basic                                  2,068,731                2,068,821
                         Diluted                                2,068,731                2,068,821
</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,
                                                                    2001           2000
                                                                 -----------    -----------
                                                                 (Unaudited)    (Unaudited)
<S>                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net profit/(loss)                                          $  (162,000)   $   172,000
                                                                 -----------    -----------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
      Depreciation and amortization                                   53,000         49,000
         (Increase)/Decrease in:
           Accounts Receivable                                        93,000        161,000
           Inventories                                               (80,000)       (43,000)
           Prepaid Expenses
             and other current assets                                 44,000         27,000
           Due from SV Microwave                                       2,000         (3,000)
         Increase/(Decrease) in:
           Accounts Payable                                           (5,000)       (16,000)
           Accrued Expenses and other liabilities                    109,000        147,000
           Accrued Environmental Expenses                             27,000         27,000
           Other Long Term Liabilities                               (30,000)       (30,000)
                                                                 -----------    -----------

Total adjustments                                                    213,000        319,000
                                                                 -----------    -----------

      Net cash provided by (used in)
      operating activities                                            51,000        491,000
                                                                 -----------    -----------

CASH FLOW FROM INVESTING ACTIVITIES:
      Additions to property, plant and equipment                    (157,000)       (32,000)
                                                                 -----------    -----------

           Net Cash used in investing activities                    (157,000)       (32,000)
                                                                 -----------    -----------


NET INCREASE (DECREASE) IN CASH                                     (106,000)       459,000
CASH AT BEGINNING OF PERIOD                                      $ 2,190,000    $ 1,184,000
                                                                 -----------    -----------
CASH AT END OF PERIOD                                            $ 2,084,000    $ 1,643,000
                                                                 ===========    ===========
</TABLE>

Supplemental cash flow disclosure: Interest paid during the three months ended
May 31, 2001 and 2000 was approximately $15,000 and $20,000 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, 2001.

The results of operations for the three-month period ended May 31, 2001 are not
necessarily indicative of the results to be expected for the year ended February
28, 2002.


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 statues 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 section of Environmental Regulations section appearing in the Company's
Annual Report on Form 10-KSB for the year ended February 28, 2001.

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

As of May 31, 2001 inventories consist of the following:

      Raw Materials                               $ 1,502,000
      Work-In-Process and Finished Goods            1,025,000
                                                  -----------
                                                  $ 2,527,000

                                       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.

                                       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:
--------------------------

Except for historical information contained herein, certain matters discussed
herein, including any information incorporated by reference, are
"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 are 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.

Such forward-looking statements include statements regarding:

 .    trends in the industry, including trends concerning demand, market
     dynamics, consolidation, changes in government military spending, price
     erosion and competition;

 .    the barring of environmental claims due to the Company's bankruptcy order;

 .    the Company's ability to respond quickly to customers' needs and to deliver
     products in a timely manner;

 .    the Company's compliance with environmental laws, orders and investigations
     and the future costs of such compliance;

 .    the Company's ability to generate sufficient liquidity to continue
     operations;

 .    the Company's ability to restructure operations (if necessary) to reduce
     costs;

 .    the Company's ability to develop additional sales opportunities;

 .    the Company's ability to make payments required under its bankruptcy plan
     or renegotiate such payments;

 .    the Company's ability to generate sufficient cash from operations or
     otherwise; and

 .    other statements contained in this report that address activities, events
     or developments that the Company expects, believes or anticipates will or
     may occur in the future, and similar 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, risk 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:

 .    a change in government regulations which hinders the Company's ability to
     perform government contracts;

 .    changes in or a miscalculation of trends in the industry;

 .    judicial or other legally enforceable interpretations of the Company's
     liability under environmental laws;

 .    a decision to discontinue or delay the development of any or all of its
     products if such decision is later determined to be in the best interests
     of the Company;

                                       10
<PAGE>

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


 .    inability to capitalize on competitive strengths or a misinterpretation of
     those strengths;

 .    a misinterpretation of the nature of the competition;

 .    an inability to respond quickly to customers' needs and to deliver products
     in a timely manner resulting from unforeseen circumstances;

 .    an increase in the expected cost of environmental compliance based on
     factors unknown at this time;

 .    an inability to develop new sales opportunities for the Company;

 .    an inability to generate sufficient liquidity to continue operations;

 .    an inability to successfully restructure operations (if necessary) to
     reduce costs sufficiently to continue business operations;

 .    changes in law or industry regulation; and

 .    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, 2001 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, 2001, the company's book-to-bill ratio
increased to approximately 1.27, reflecting both an increase in the amount of
orders booked and a lower volume of shipments. The change in the book-to-bill
ratio does not indicate an upward 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, which is expected to continue over the next six to nine
months. The Company continued to implement steps intended to reduce its variable
manufacturing cost 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.

                                       11
<PAGE>

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


Results of Operations-Three Months Ended May 31, 2001 compared to three Months
------------------------------------------------------------------------------
ended May 31, 2000:
------------------

Net sales for the three months ended May 31, 2001 decreased approximately 19% to
$1,658,000 as compared to $2,045,000 for the three months ended May 31, 2000.
This decrease was primarily attributable to a lower level of backlog of orders
that were required to be shipped in accordance with customer requirements.


Cost of sales for the three months ended May 31, 2001 decreased to $1,498,000
from $1,571,000 for the comparable period in 2000. However, expressed as a
percentage of sales, Cost of Sales increased from 76.8% to 90.35% for the same
periods. This change was due largely to a lower level of shipments dictated by
customers' delivery requirements.


Gross margins on the Company's sales decreased to 9.65% for the three months
ended May 31, 2001 in comparison to 23.1% for the three months ended May 31,
2000. This decrease is primarily the result of a higher material cost.


Gross profit for the three months ended May 31, 2001 decreased to $160,000 from
$474,000 for the three months ended May 31, 2000. This decrease is primarily due
to a lower volume of shipments and to an increased material costs.


For the three months ending May 31, 2001, the Company shipped 99,579 units as
compared with 484,721 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 decreased 4.7% for the three months ended
May 31, 2001 as compared to a decrease of 20.1% for the three months ended May
31, 2000. 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
57% for the quarter ended May 31, 2001 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 increased to $341,000 for the
three months ended May 31, 2001 from $303,000 for the comparable period in 2000.
During the three months ending May 31, 2001, selling, general, and
administrative expenses as a percentage of sales increased to 20.6% as compared
with 14.8% for the three months ending May 31, 2000. This increase is due to
higher salaries and to higher recruiting expenses primarily as a result of the
addition of a sales engineer dedicated to develop industrial sales.

                                       12
<PAGE>

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


Operating income for the three months ended May 31, 2000 decreased from $171,000
to a loss of ($181,000) for the three months ended May 31, 2001. This decrease
is principally due to a lower sales volume and to an increase in the cost of
goods sold as percentage of sales.


The Company recorded a net other income of $19,000 for the three months ended
May 31, 2001 versus a net other income of $1,000 for the three months ended May
31, 2000. The variance was due primarily to decreases in the Company's interest
expense as well as increases in other income primarily generated by the sale of
fixed assets ($11,500) for the three month period of 2001.


Net results for the three months ended May 31, 2001 decreased to a loss of
($162,000) from an income of $172,000 for the same period in 2000. This decrease
is attributed to a lower level of revenue and to higher costs of sales primarily
as a result of the lower demand for the Company's products.


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

The Company's liquidity continues to be adversely affected by significant
non-recurring expenses associated with the Company's 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.

The Company reported a net loss of ($162,000) and an operating loss of
($181,000) for the three months ended May 31, 2001. Moreover, the Company has
significant obligations arising from settlements related to its bankruptcy
proceeding which requires it to make substantial cash payments, which cannot be
supported, by the Company's current level of operations.

At May 31, 2001, February 28, 2001 and May 31, 2000 respectively, the Company
had cash of $2,084,000, $2,190,000 and $1,643,000. The decrease during the last
three months was primarily attributable to lower revenues.

At May 31, 2001, the Company had working capital of $2,531,000 as compared with
a working capital at May 31, 2000 of $2,909,000. At February 28, 2001, the
Company had a working capital of $2,827,000. The approximately $296,000 decrease
for the three months ended May 31, 2001 was due mainly to a decrease in cash and
to an increase in accrued expenses.

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 will improve in the long term only and when the
Company's revenue will increase above its breakeven point.

                                       13
<PAGE>

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


ITEM 1.      LEGAL PROCEEDINGS:
             ------------------

Please refer to the Company's 10-KSB filed June 13, 2001.


ITEM 2.      CHANGES IN SECURITIES:
             ----------------------
None.


ITEM 3.      DEFAULTS UPON SENIOR SECURITIES:
             ---------------------------------
See Part 1.


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)           None.

(b)           Forms 8-K:
              None.

                                       14
<PAGE>

                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of Solitron and in the
capacities and on the date indicated.


Signature                        Title                            Date
---------                        -----                            ----

/s/ Shevach Saraf
------------------------
Shevach Saraf                    Chairman,                        July 10, 2001
                                 President, and
                                 Chief Executive Officer

                                       15
<PAGE>

                                 EXHIBIT INDEX


EXHIBIT

NUMBER                           DESCRIPTION
------                           -----------

None.

                                       16