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

                      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 November 30, 2002

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

              For the transition period from _________ to _________

                       Commission file number: 001-04978
                                               ---------

                             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)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 30, 2002: 2,070,378.

Transitional Small Business Disclosure Format (check one):

Yes [ ]   No [X]
================================================================================
<PAGE>

                             SOLITRON DEVICES, INC.

                                      INDEX


                                                                        Page No.
                                                                        --------
PART I - FINANCIAL INFORMATION
------------------------------


Item 1. Financial Statements (unaudited):

        Consolidated Balance Sheets - November 30, 2002 and
        February 28, 2002                                                  3-4

        Consolidated Statements of Operations - Three and Nine
        Months Ended  November 30, 2002 and 2001                            5

        Consolidated Statements of Cash Flows  - Nine Months
        Ended November 30, 2002 and 2001                                    6

        Notes to Consolidated Financial Statements                         7-8

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                              9-13

Item 3. Controls and Procedures                                            13


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

Item  1.  Legal Proceedings                                                14

Item  2.  Changes in Securities and Use of Proceeds                        14

Item  3.  Defaults Upon Senior Securities                                  14

Item  4.  Submission of Matters to a Vote of Security Holders              14

Item  5.  Other Information                                                14

Item  6.  Exhibits and Reports on Form 8-K                                 14

Signatures                                                                 15

                                        2
<PAGE>

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


                                         November 30, 2002    February 28, 2002
                                         -----------------    -----------------
                                            (Unaudited)           (Audited)

CURRENT ASSETS:
Cash                                        $ 1,618,000          $ 1,335,000
Accounts receivable, less allowance
  for doubtful accounts of $2,000               871,000              965,000
Inventories                                   2,687,000            2,692,000
Prepaid expenses and other current assets       142,000              135,000
Due from S/V Microwave                                0                1,000
                                            -----------          -----------
Total current assets                        $ 5,318,000          $ 5,128,000


PROPERTY, PLANT AND EQUIPMENT, net              599,000              477,000
NON-OPERATING PLANT FACILITIES, net
  of cost to dispose                                  0                    0
OTHER ASSETS                                     53,000               52,000
                                            -----------          -----------
TOTAL ASSETS                                $ 5,970,000          $ 5,657,000
                                            ===========          ===========


                   The accompanying notes are an integral part
                          of these financial statements

                                        3
<PAGE>

                     SOLITRON DEVICES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
                                                              November 30, 2002    February 28, 2002
                                                              -----------------    -----------------
                                                                 (Unaudited)           (Audited)
<S>                                                              <C>                  <C>
CURRENT LIABILITIES:
  Current portion of accrued environmental expenses              $   819,000          $   738,000
  Accounts payable - Post petition                                   510,000              410,000
  Accounts payable - Pre-petition, current portion                   616,000              651,000
  Accrued expenses and other liabilities                           1,349,000            1,271,000
  Accrued Chapter 11 administrative expense                                0                1,000
                                                                 -----------          -----------
    Total current liabilities                                    $ 3,294,000          $ 3,071,000

Other long-term liabilities net of current portion,
  net of cost to dispose of non-operating plant facilities           353,000              430,000
                                                                 -----------          -----------
TOTAL LIABILITIES                                                $ 3,647,000          $ 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                                             (315,000)            (482,000)
                                                                 -----------          -----------
    Total stockholders' equity                                     2,323,000            2,156,000
                                                                 -----------          -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                         $ 5,970,000          $ 5,657,000
                                                                 ===========          ===========
</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements

                                        4
<PAGE>

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

<TABLE><CAPTION>
                                              Three Months Ended November 30,   Nine Months Ended November 30,
                                                    2002           2001               2002           2001
                                                -----------    -----------        -----------    -----------
<S>                                             <C>            <C>                <C>            <C>
NET SALES                                       $ 1,821,000    $ 1,366,000        $ 5,449,000    $ 4,738,000
Cost of Sales                                     1,495,000      1,276,000          4,449,000      4,316,000
                                                -----------    -----------        -----------    -----------

Gross Profit                                        326,000         90,000          1,000,000        422,000

Selling, general and administrative Expenses        277,000        287,000            826,000        955,000
                                                -----------    -----------        -----------    -----------
Operating Income/(Loss)
                                                     49,000       (197,000)           174,000       (533,000)
                                                -----------    -----------        -----------    -----------
OTHER INCOME (EXPENSE):
   Other Income                                       8,000         13,000             39,000         67,000
   Interest Expense                                 (13,000)       (15,000)           (39,000)       (46,000)
   Other, net                                        (2,000)        (2,000)            (7,000)        (6,000)
                                                -----------    -----------        -----------    -----------

Other Income/(Expense), Net                          (7,000)        (4,000)            (7,000)        15,000
                                                -----------    -----------        -----------    -----------

Net Income/(Loss)                               $    42,000    $  (201,000)       $   167,000    $  (518,000)
                                                ===========    ===========        ===========    ===========

INCOME/(LOSS) PER SHARE: Basic                  $      0.02    $     (0.10)       $      0.08    $     (0.25)
                       : Diluted                $      0.02    $     (0.10)       $      0.08    $     (0.25)

WEIGHTED AVERAGE
SHARES OUTSTANDING: Basic                         2,070,378      2,068,731          2,070,378      2,068,731
                  : Diluted                       2,114,923      2,068,731          2,204,013      2,068,731
</TABLE>


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

                                        5
<PAGE>

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

                                              Nine Months Ended November 30,
                                                    2002           2001
                                                -----------    -----------
                                                (Unaudited)    (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net profit (loss)                             $   167,000    $  (518,000)
                                                -----------    -----------
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
  Depreciation and amortization                     130,000        163,000
     (Increase)/Decrease in:
       Accounts Receivable                           94,000        167,000
       Inventories                                    5,000       (105,000)
       Prepaid Expenses
         and other current assets                    (7,000)       (29,000)
       Due from SV Microwave                          1,000              -
       Other Assets                                  (1,000)        (2,000)
     Increase/(Decrease) in:
       Accounts Payable                             100,000        161,000
       Accounts Payable - Pre-petition              (35,000)       (42,000)
       Accrued Expenses and other liabilities        77,000        (58,000)
             Accrued Environmental Expenses          81,000         81,000
       Other Long Term Liabilities                  (77,000)       (88,000)
                                                -----------    -----------

Total adjustments                                   368,000        248,000
                                                -----------    -----------

  Net cash provided by operating activities         535,000       (270,000)
                                                -----------    -----------

CASH FLOW FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment       (252,000)      (230,000)
                                                -----------    -----------

  Net Cash used in investing activities            (252,000)      (230,000)
                                                -----------    -----------

NET INCREASE (DECREASE) IN CASH                     283,000       (500,000)
CASH AT BEGINNING OF PERIOD                     $ 1,335,000    $ 2,190,000
                                                -----------    -----------
CASH AT END OF PERIOD                           $ 1,618,000    $ 1,690,000
                                                ===========    ===========

Supplemental cash flow disclosure: Interest paid during the nine months ended
November 30, 2002 and 2001 was approximately $39,000 and $46,000 respectively.


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

                                        6
<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 in accordance with the rules and regulations of the Securities and
Exchange Commission for reporting on Form 10-QSB. In accordance with 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 and nine month periods ended
November 30, 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. The Company and its subsidiaries might be required
to incur costs to comply with 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 November 30, 2002 net inventories consist of the following:

         Raw Materials                          $ 1,316,000
         Work-In-Process and Finished Goods       1,371,000
                                                -----------
         Total Net Inventories                  $ 2,687,000
                                                -----------

                                        7
<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 reduce its costs of operations 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 could result from the possible inability
of the Company to continue as a going concern.

5. OTHER EVENTS:
   ------------

On June 26, 2002, the Company executed an agreement with Port Salerno Industrial
Park, LLC, the "Buyer", 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.

In accordance with the Port Salerno sales agreement, the due diligence period
has expired and as of December 22, 2002, $20,000 of the deposit funds is
non-refundable should the buyer elect to terminate the agreement.

                                        8
<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
        -------------
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 in accordance with 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 fiscal 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 nine months ended November 30, 2002, the Company's book-to-bill ratio
increased to approximately 1.39, reflecting an increase in the volume of orders
booked when compared to the nine months ending November 30, 2001.

The intake of orders and shipments over the last twelve months has increased
approximately 10%. As a result of the current economy and the level of defense
spending, it is anticipated that the sales and order intake will remain at their
current and anticipated levels over the next twelve months. However, there can
be no assurance that such levels will continue. Should the level of order intake
and shipments fall below current levels, 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 NOVEMBER 30, 2002 COMPARED TO THREE
----------------------------------------------------------------------------
MONTHS ENDED NOVEMBER 30, 2001:
-------------------------------
Net sales for the three months ended November 30, 2002 increased approximately
33.3% to $1,821,000 as compared to $1,366,000 for the three months ended
November 30, 2001. This increase was primarily attributable to a higher level of
shippable orders, as per the delivery schedules requested by the Company's
customers.

Cost of sales for the three months ended November 30, 2002 increased to
$1,495,000 from $1,276,000 for the comparable period in 2001. Expressed as a
percentage of sales, Cost of sales decreased to 82.1% from 93.4% for the same
periods. This change was due mainly to reductions in material and labor costs
that were dictated by the requirements of the shipped product mix.

Gross profit for the three months ended November 30, 2002 increased to $326,000
from $90,000 for the three months ended November 30, 2001. Accordingly, gross

                                        9
<PAGE>

margins on the Company's sales increased to 17.9% for the three months ended
November 30, 2002 in comparison to 6.6% for the three months ended November 30,
2001. This change was due partly to a higher level of shipments and partly to
reductions in material and labor costs.

For the three months ending November 30, 2002, the Company shipped 111,857 units
as compared with 88,010 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 should not be regarded as a reliable indicator of the Company's
performance.

The Company's backlog of open orders increased 72.7% for the three months ended
November 30, 2002 as compared to an increase of 12.1% for the three months ended
November 30, 2001. Such changes in the backlog are customary and 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
121% for the quarter ended November 30, 2002 as compared to the same period for
the previous year. Changes in the level of orders booked depend, to a large
extent, on the timing of issuance of orders from key customers and are not
necessarily indicative of a trend.

Selling, general, and administrative expenses decreased slightly to $277,000 for
the three months ended November 30, 2002 from $287,000 for the comparable period
in 2001. During the three months ending November 30, 2002, selling, general, and
administrative expenses as a percentage of sales decreased to 15.2% as compared
with 21.0% for the three months ending November 30, 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 November 30, 2002 increased to a
profit of $49,000 from a loss of $197,000 for the three months ended November
30, 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 expense of $7,000 for the three months ended
November 30, 2002 versus a $4,000 net other expense amount for the three months
ended November 30, 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 November 30, 2002 increased to a profit of
$42,000 from a loss of $201,000 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.

RESULTS OF OPERATIONS-NINE MONTHS ENDED NOVEMBER 30, 2002 COMPARED TO NINE
--------------------------------------------------------------------------
MONTHS ENDED NOVEMBER 30, 2001:
-------------------------------
Net sales for the nine months ended November 30, 2002 increased approximately
15.0% to $5,449,000 as compared to $4,738,000 for the nine months ended November
30, 2001. This increase was primarily attributable to a higher level of
shippable orders, as per the delivery schedules requested by the Company's
customers.

Cost of sales for the nine months ended November 30, 2002 increased to
$4,449,000 from $4,316,000 for the comparable period in 2001. Expressed as a
percentage of sales, Cost of sales decreased to 81.6% from 91.1% for the same
periods. This change was due mainly to reductions in material and labor costs
that were dictated by the requirements of the shipped product mix.

Gross profit for the nine months ended November 30, 2002 increased to $1,000,000
from $422,000 for the nine months ended November 30, 2001. Accordingly, gross
margins on the Company's sales increased to 18.4% for the nine months ended
November 30, 2002 in comparison to 8.9% for the nine months ended November 30,
2001. This change was due partly to a higher level of shipments and partly to
reductions in material and labor costs.

                                       10
<PAGE>

For the nine months ending November 30, 2002, the Company shipped 435,223 units
as compared with 271,671 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 should not be regarded as a reliable indicator of the Company's
performance.

The Company's backlog of open orders increased 32.2% for the nine months ended
November 30, 2002 as compared to an increase of 28.5% for the nine months ended
November 30, 2001. Such changes in the backlog are customary and 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
16.9% for the nine months ended November 30, 2002 as compared to the same period
for the previous year. Changes in the level of orders booked depend, to a large
extent, on the timing of issuance of orders from key customers and are not
necessarily indicative of a trend.

Selling, general, and administrative expenses decreased to $826,000 for the nine
months ended November 30, 2002 from $955,000 for the comparable period in 2001.
During the nine months ending November 30, 2002, selling, general, and
administrative expenses as a percentage of sales decreased to 15.2% as compared
with 20.2% for the nine months ending November 30, 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 nine months ended November 30, 2002 increased to a
profit of $174,000 from a loss of $533,000 for the nine months ended November
30, 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 expense of $7,000 for the nine months ended
November 30, 2002 versus a net other income of $15,000 for the nine months ended
November 30, 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 nine months ended November 30, 2002 increased to a profit of
$167,000 from a loss of $518,000 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.

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 affected adversely due to the
anticipated level of revenue in the next twelve 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.

Pursuant to such bankruptcy, the Company is required to make quarterly payments
to holders of unsecured claims until such holders receive 35 percent (35%) of
their pre-petition claims. At November 30, 2002, the Company is currently
scheduled to pay approximately $1,957,000 to holders of allowed unsecured claims
in quarterly installments of approximately $62,000. After making the November
30, 2002 payment, the Company has paid approximately $390,000 to its unsecured
creditors. The Company expects to continue making these quarterly payments at
the same rate as it has done recently, but its ability to do so depends largely
upon its ability to generate sufficient cash from operations. 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.

                                       11
<PAGE>

On June 26, 2002, the Company executed an agreement with Port Salerno Industrial
Park, LLC, 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. In accordance with the Port Salerno sales agreement, the
due diligence period has expired and as of December 22, 2002, $20,000 of the
deposit funds is non-refundable should the buyer elect to terminate the
agreement. 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 $167,000 and an operating income of
$174,000 for the nine months ended November 30, 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 November 30, 2002, February 28, 2002 and November 30, 2001 respectively, the
Company had cash of $1,618,000, $1,335,000 and $1,690,000. The increase during
the last three months was primarily attributable to higher revenues and to lower
expenses. Reduction in accounts receivable contributed $94,000 to the last nine
months' positive cash flow generated by ongoing operations.

At November 30, 2002, the Company had working capital of $2,024,000 as compared
with a working capital at November 30, 2001 of $2,152,000. At February 28, 2002,
the Company had a working capital of $2,057,000. The approximately $33,000
decrease for the nine months ended November 30, 2002 was due mainly to increases
in accounts payable - current portion and in accrued expenses.

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 could 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 costs of such compliance;
     o    expectations regarding military and defense spending;
     o    the Company's ability to make payments required under its Plan of
          Reorganization;
     o    the Company's ability 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;

                                       12
<PAGE>

     o    amounts that the Company could receive (or not receive) upon the sale
          of the Solitron Microwave Superfund Site in Port Salerno, Florida 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 could 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 could 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;
     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 close the sale of the Solitron Microwave Superfund Site
          in Port Salerno, Florida;
     o    unexpected growth or stagnation of the business; and
     o    other unforeseen activities, events and developments that could occur
          in the future.

Item 3. CONTROLS AND PROCEDURES
        -----------------------

Based on the evaluation of the Company's disclosure controls and procedures as
of a date within 90 days of the filing date of this quarterly report, Shevach
Saraf, Chairman, President, Chief Executive Officer, Treasurer and Chief
Financial Officer of the Company, has concluded that the Company's disclosure
controls and procedures are effective in ensuring that information required to
be disclosed by the Company in the reports that it files or submits under the
Securities and Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time period specified by the Securities and
Exchange Commission's rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

                                       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)  Exhibits:

        99.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by
        the Chairman, President, Chief Executive Officer, Treasurer and Chief
        Financial Officer.

   (b)  Reports on Form 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.



Date: January 7, 2003                   /s/ Shevach Saraf
                                        --------------------------------------
                                        By: Shevach Saraf
                                        Title: Chairman, President,
                                        Chief Executive Officer, Treasurer and
                                        Chief Financial Officer



                                       15
<PAGE>

                                 CERTIFICATIONS
                                 --------------

I, Shevach Saraf, Chairman, President, Chief Executive Officer, Treasurer and
Chief Financial Officer of Solitron Devices, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Solitron Devices,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to me by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report any conclusions about the
         effectiveness of the disclosure controls and procedures based on my
         evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:  January 7, 2003                           /s/ Shevach Saraf
                                                --------------------------
                                                Shevach Saraf
                                                Chairman, President,
                                                Chief Executive Officer,
                                                Treasurer and
                                                Chief Financial Officer

                                       16
<PAGE>

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


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

99.1          Certification  Pursuant  to 18  U.S.C.  Section  1350 as  Adopted
              Pursuant  to  Section  906 of  the  Sarbanes-Oxley  Act of  2002,
              Executed by the Chairman,  President,  Chief  Executive  Officer,
              Treasurer and Chief Financial Officer






















                                       17