U.S. Securities and Exchange Commission
                             Washington, DC  20549
                                   Form 10-Q

(Mark One)
         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                        For the  quarterly  period ended  September 30, 1997
         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from                       to

                              Commission file number 0-27510

                           TMCI ELECTRONICS, INC.
            (Exact name of registrant  as specified in its charter)

                                Delaware                                        

                                                          77-0413814
      (State or other jurisdiction of         (IRS Employer  Identification No.)
      incorporation or organization)
                      1875 Dobbin Drive, San Jose, CA          95133
              (Address of principal executive offices      (Zip Code)
                                                              
                      -------------------------------------------------

                                 (408) 272-5700
                          Registrant's telephone number
                                   telephone number
(Former name, former address and former fiscal year, if changed since last
 report)

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  report,  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 the latest  practicable date. As of October 27, 1997 there
 were 3,596,332 shares of Common Stock, par value $.001, issued and outstanding.


2






<PAGE>






                     TMCI ELECTRONICS, INC. AND SUBSIDIARIES


                                      Page

Part I -- FINANCIAL INFORMATION

       Item 1.  Financial Statements
   Historical Financial Statements

        Consolidated Balance Sheets
         December 31, 1996...........................................3..........
         September 30, 1997..........................................3..........
        Consolidated Statements of Operations
         Quarters Ended September 30, 1997 and 1996..................4.........
         Nine Months Ended September 30, 1997 and 1996...............4.........
        Consolidated Statements of Cash Flows
         Nine Months Ended September 30, 1997........................5..........
         Nine Months Ended September 30, 1996........................5..........
        Notes to Consolidated Financial Statements...................6.........

       Item 2.  Management's Discussion and Analysis................ 8.........

Part II -- OTHER INFORMATION

       Item 6.  Exhibit and Reports on Form 8- K.....................11 .......
       Signature.....................................................12 .......




                                        2

<PAGE>



<TABLE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                     TMCI ELECTRONICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                            September 30,           December 31,
                                                             1997                       1996
                                                            (Unaudited)
<S>                                                   <C>                        <C>   
      ASSETS:                                                                  
      Current Assets:
            Cash                                       $   112,076                  145,845
            Accounts Receivable, Net                     5,260,122                   2,526,816
            Inventory                                    7,938,699                   5,170,661
            Deferred Income Taxes                           68,748                    187 ,991
            Prepaid Expenses and Other Current Assets      451,289                     272,587
            Other Receivables                               72,567                      63,669
            Notes Receivable - Stockholders                204,197                      10,706
                                                      ------------                 -----------
                  Total Current Assets                  14,107,698                   8,378,275
                                                      ------------                   ---------

      Property and Equipment,  Net                        5,381,313                  3,638,300
                                                      -------------                  ---------

      Other Assets:
            Notes Receivable - Stockholders                  --                     155,520
            Due from Stockholders                           200,196                 238,167
            Due from Related Party                          498,952                 473,952
            Other Assets                                      22,89                  48,152
            Goodwill, Net                                 2,797,324                2,549,261
                                                      -------------               ------------
            Total Other Assets                          3,519,367                  3,465,052
                                                       ------------                -------------

                  Total Assets                        $23,008,378                 $15,481,627
                                                      ===========                ============

      LIABILITIES AND STOCKHOLDERS' EQUITY:
      Current Liabilities:
            Accounts Payable and Accrued Expenses        $3,845,085                  $2,929,242
            Line of Credit                                3,204,968                     585,000
            Notes Payable - Current Portion                 940,144                     796,867
            Due to Affiliate                                 27,503                     30,634
                                                        ------------              --------------
                  Total Current Liabilities              8,017,700                    4,341,743
                                                        ----------                 -------------

      Long Term Liabilities:
            Notes Payable - Net of Current Portion       4,184,419                   2,064,273
            Deferred Income Taxes                           556,973                    436,781
                                                       ------------                 -----------
            Total long - Term Liabilities                4,741,392                   2,501,054
                                                         ---------                  ----------
                  Total Liabilities                     12,759,092                    6,842,797
                                                       ----------                    -----------

      Commitment and Contingencies                                   --                      --
                                                      -----------------              ----------------

      Stockholders' Equity:
            Common Stock - $.001 par value, 25,000,000 
            share   authorized,
            3,596,332 issued and outstanding as 
            of September 30, 1997 and
            3,499,772 as of December 31, 1996                3,597                        3,500
            Additional Paid in Capital                    7,666,561                   7,366,659
            Retained Earnings                             2,579,128                   1,268,671
                  Total Stockholders' Equity             10,249,286                   8,638,830
                                                       ----------                   -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $23,008,378                   $15,481,627
                                                       ===========                   ===========



      See notes to consolidated financial statements


  </TABLE>
                                     3


<PAGE>


<TABLE>



                     TMCI ELECTRONICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   [UNAUDITED]


                                      Three Months Ended                Nine Months Ended
                                          September  30,                 September  30,
           
                                        1997        1996            1997               1996
<S>                                 <C>           <C>                <C>             <C>    

Sales,  Net                         $10,728,640   $5,246,434         27,773,034        $20,496,567

Cost of Goods Sold                   6,713,899    3,078,574          17,572,573         13,497,840
                                    ----------   ----------         -----------        -----------

      Gross Profit                   4,014,741    2,167,860            10,200,461         6,998,727

Operating Expenses                   2,899,896    1,922,573            7,865,808          5,802,637
                                    ----------   ----------           ----------          ---------

      Income from Operations         1,114,845       245,287          72,334,653          1,196,090
                                    ----------   ------------          ---------          ----------

Other Income [Expense]:
      Gain on sale of Equipment        1,241         2,965                  1,241              139,465
      Non-cash Finance Charge                                               --                (462,122)
      Interest Expense                (184,869)       (46,471)              (419,053)         (246,655)
      Other Income                      31,005              --               186,530            39,704
      Interest Income                   --              25,606                  --              53,624
                                        -------         ---------          ------------     --------------        

      Total Other [Expense]            (152,623)      (17,900)            (231,282)           (478,291)
                                       -----------  -------------       -----------         ----------

      Income Before Provision for 
      Income taxes                      962,222        227,387            2,103,371             720,106

      Provision for Income Taxes        354,551         54,646              792,914             254,736

      Net Income                       $607,671        $172,741            $1,310,457           $465,370
                                      ========        ==========          ==========           ========

Earnings Per Share:
      Net Income Per Share                   $.14         $.05                 $.31               $.15
                                    ===============  ==================  ==================   =============

Weighted Average Number of  Shares
and Common Stock Equivalents          5,393,166         3,365,600          5,393,166           3,016,403
                                      =========          =========         =========          =========






                 See notes to consolidated financial statements


</TABLE>


                                        4

<PAGE>



<TABLE>



                     TMCI ELECTRONICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   [UNAUDITED]

                                Nine Months Ended
                                                             September  30,
                                                       1997                      1996
<S>                                              <C>                         <C>    
Operating Activities
      Net Income                                 $1,310,457                     $465,370
      Adjustments to reconcile net income to
      Net cash from operations:
            Depreciation and amortization            959,083                    595,257
            Deferred income taxes                    239,434                    (38,572)
            Gain on sale of equipment                 (1,241)                  (139,465)
            Non-cash financing charge                                           462,122
            Amortization of Deferred loan fees                                  28,500
      Charges in Assets and Liabilities:
      [Increase] decrease in:
            Accounts receivable, trade            (2,424,887)                   1,436,215
            Inventory                              (2,542,737)                  (1,912,313)
            Prepaid expenses and other  current
            assests                                  (180,56                    (110,389)
      Increase (decrease) In:
            Accounts payable and accrued expenses     356,236                   (904,029)
            Income taxes payable                      458,646                   (258,168)
                                                    -----------                 -----------

      Total Adjustments                           (3,136,030)                   (840,842)

Net cash provided by (used in) operating 
activitities                                       (1,825,573)                  (375,472)
                                                 -----------                   -----------

Investing Activities:
            Proceeds from sales of equipment             4,668,135              197,650
            Purchase of equipment                          (650,390)            (538,989)
            Note receivable - Other                                             103,103
            Due from Stockholder                                  --           ( 6,134)
            Business acquisition,  net of cash 
            acquired                                       (1,129,064)            --

Net cash provided by (used in)  investing 
activities                                                 (1,775,454)               (244,370)
                                                           -----------               -----------

Financing activities:
            Credit line Advances                          4,668,135            1,381,129
            Credit line Repayments                       (2,101,300)          (3,025,705)
            Debt  repayment                              (3,234,550)          (1,100,534)
            Repayment of bridge note payable                 --               (1,000,000)
            Proceeds from public offering                     --               5,810,594
            Notes payable proceeds                       4,234,973               --
                                                       -----------          --------------

    Net cash provided by (used in)  financing
     activities                                          3,567,258            2,065,484
                                                         ---------           ----------

    Net Increase [decrease] in cash                      (33,769)             1,445,642

    Cash - Beginning of period                           145,845               701,672
                                                      -----------             -----------

    Cash  - End of Periods                               $112,076             $2,147,314
                                                       ===========            ==========





                 See notes to consolidated financial statements




                                        5
</TABLE>

<PAGE>






TMCI  ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1)Basis of reporting

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with the instructions to Form 10-Q. Accordingly,  they
do not include  all of the  information  and  footnotes  required  by  generally
accepted accounting principles for complete financial statements.

In  the  opinion  of  management,   such  statements   include  all  adjustments
(consisting only of normal recurring items) which are considered necessary for a
fair presentation of the financial position of the Company at September 30, 1997
and the results of its  operations  for the nine month  period  then ended.  The
results of operations for the periods  presented are not necessarily  indicative
of the results to be expected for the full year.

It is suggested that these financial  statements be read in conjunction with the
financial  statement and notes for the year ended  December 31, 1996 included in
the Company's Annual Report on Form 10-KSB.

The consolidated financial statements include the accounts of  TMCI Electronics,
Inc. ["TMCI"], and its wholly-owned subsidiaries, Touche Manufacturing Company,
 Inc. ["Touche"], Touche Electronics Inc. ["TEI"], and Enterprise Industries,
Inc.["EII"], [collectively, the "Company"]. All significant intercompany
balances and transactions have been eliminated in consolidation.

2) Income Per Share

Income per share of common  stock is based on weighed  average  number of common
shares  outstanding and common stock equivalents,  if dilutive.  for each period
presented.

3) Inventory

Inventory consists of the following:
                                                  September 30,
                                                  1997

   Raw Materials                                 $4,608,407
   Work in process                                2,332,484
   Finished Goods                                   997,808
                                                ------------

         Total                                    $7,938,699

4)  Acquisition of Business

Effective  January 1, 1997, the Company acquired 100% of the outstanding  shares
of common stock of Enterprise  Industries,  Inc., a North Hollywood,  California
based  metal  stamping  manufacturing  business  for a total  purchase  price of
$1,300,000,  consisting  of $1,000,000 in cash and the issuance of 96,560 shares
of the Company's  common stock.  The Company  acquired  assets of  approximately
$1,499,000  and assumed  liabilities  of  approximately  $323,000  resulting  in
goodwill of approximately $124,000,  which will be amortized over 15 years under
the  straight  line method.  The  acquisition  will be  accounted  for under the
purchase  method.  At the same time,  the  Company  entered  into an  employment
contract with the President of Enterprise.

The following unaudited pro forma consolidated results of operations reflect the
acquisition  as if it had  occurred at the  beginning  of the period  presented.
These pro forma results may not be indicative of the results that actually would
have occurred if the acquisition had been in effect on the date indicated.

                                               Nine months ended,
                                               September 30, 1996

Total Revenues                               $  23,918,322
Net Earnings                                 $     816,831
Earnings Per Common Share                    $        .27
Weighted Average Common Shares Outstanding       3,070,072




                                        6

<PAGE>






5)  Arbitration of Pen Interconnect Acquisition

Subsequent  to the closing of the  acquisition  of the San Jose  Division of Pen
Interconnect,  a dispute arose concerning various aspects of the transaction. On
February 14, 1997,  TMCI filed a Demand for Arbitration  against Pen,  seeking a
substantial purchase price reduction or, in the alternative,  other remedies and
damages as  provided  by law.  Management  has  suspended  all  payments to Pen,
including payments due under the promissory notes, aggregating $900,000. Pen has
sought to accelerate the promissory notes.  Management,  after consultation with
legal  counsel,  believes  that it will prevail in all  material  aspects of the
dispute.  Accordingly,  at December 31, 1996 and September 30, 1997, the Company
has  classified  the  promissory  notes as  maturing  under the  original  terms
provided therein. An arbitrator has been selected and agreed upon by all parties
to the arbitration proceedings.

6) Subsequent Event

The Company  entered into a  non-binding  letter of intent to acquire the assets
and  assume  the  liabilities  of a Santa  Clara  county  based  distributor  of
electronic  parts.  There  can be no  assurance  that  the  acquisition  will be
successfully completed.










                                        7

<PAGE>






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

General

   Certain  information  set  forth in this  report  includes  "forward  looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995 and is subject to certain  risks and  uncertainties,  including  but not
limited to, the Company's  limited  operating  history,  entry into new lines of
business  and the  uncertainty  of success of its newly  acquired  subsidiaries,
dependence upon major  customers,  risk of inventory  obsolescence,  substantial
competition and dependence  upon a small number of key  executives.  Readers are
cautioned not to place undue reliance on these forward looking statements, which
are made as of the date hereof.  The Company undertakes no obligation to release
any  revisions  to  the  forward   looking   statements  to  reflect  events  or
circumstances  after  the date  hereof  or to  reflect  unanticipated  events or
developments.

Results of Operations

      The results of  operations  utilizes  the  consolidated  results from TMCI
Electronics,  Inc. and its  subsidiaries (  collectively,  the  "Company").  The
discussion below should be read in conjunction with the financial statements and
the notes thereto, that appear elsewhere in this report.

Net Sales

   The  Company's  net  sales  increased  approximately  $5,482,200  or  104% to
$10,728,640  from  $5,246,434 in the third quarter ended  September 30, 1997, as
compared with the third quarter  ended  September 30, 1996.  The growth in third
quarter sales was due primarily to a significant increase in existing as well as
new customer  orders,  and in part to new product  services  provided by the two
business  acquisitions.  As a percentage of sales, the Company's  semiconductor,
computer,  medical  and  telecommunications  equipment  market  sales  were less
concentrated,  representing approximately 43%, 42%, 10% and 5%, respectively, in
the third  quarter  ended  September 30, 1997, as compared with 28%, 59%, 8% and
5%, respectively, in the third quarter ended September 30, 1996.

   In contrast,  the Company's net sales increased  approximately  $7,276,500 or
36% to $27,773,034  from  $20,496,567  for the nine month period ended September
30, 1997, as compared with the nine month period ended  September 30, 1996.  The
results  continue to reflect  significant  growth and  continuing  diversity  of
operations  through  the  acquisition  of the  wire  cable  and  metal  stamping
manufacturing  businesses as new product services  continue to be introduced and
added to consolidated operations. During the third quarter, the Company received
a significant order from a medical equipment manufacturer.

Gross Profit

   The  Company's  gross profit  increased  approximately  $1,846,900  or 85% to
$4,014,741  from  $2,167,860 in the third  quarter ended  September 30, 1997, as
compared  with the  third  quarter  ended  September  30,  1996.  However,  as a
percentage of sales,  the Company's gross profit  decreased  approximately 4% to
37% from 41% in the third quarter ended September 30, 1997, as compared with the
third quarter  ended  September  30, 1996.  The decrease in gross  profit,  as a
percentage of sales,  was primarily due to rescheduled  delivery dates of one of
the  Company's  customer  product  lines,  which  resulted in the  increase  and
maintenance of a slightly higher  inventory level during the third quarter ended
September   30,1997.   In  contrast,   the  Company's  gross  profit   increased
approximately  $3,201,700 or 46% to  $10,200,461  from  $6,998,727  for the nine
month period ended  September  30, 1997,  as compared with the nine month period
ended  September  30, 1996.  As a percentage  of sales,  gross profit  increased
approximately  3% to 37% from 34% for the nine month period ended  September 30,
1997, as compared with the nine month period ended  September 30, 1996. The nine
month period increase in gross profit is primarily due to production  yields and
labor  efficiencies,  and the  acquisition  of wire  cable  and  metal  stamping
businesses  which  have  allowed  the  Company to reduce  material  costs and to
tighten  controls  on  costs,  which it has been  able to  achieve  through  the
successful   acquisition   and  integration  of  the  wire  cable  and  stamping
manufacturing businesses into its operations.


Operating Expenses

   General and administrative  expenses increased  approximately $977,300 or 51%
to $2,899,896  from $1,922,557 in the third quarter ended September 30, 1997, as
compared  with the third  quarter  ended  September 30, 1996. As a percentage of
sales,  general and administrative  expenses decreased  approximately 10% to 27%
from 37% for the third  quarter  ended  September 30, 1997, as compared with the
third quarter  ended  September  30, 1996,  which is in line with  improving and
maintaining  departmental  efficiencies in the third quarter ended September 30,
1997, as compared with the third quarter ended September 30, 1996.

   In contrast,  the Company's  general and  administrative  expenses  increased
approximately $2,065,500 or 36% to $7,865,808 from $5,800,330 for the nine month
period ended  September  30, 1997,  as compared with the nine month period ended
September  30,  1996.  As a  percentage  of sales,  the  Company's  general  and
administrative  expenses  remained  unchanged  at 28% for the nine month  period
ended September 30, 1997, as compared with the nine month period ended September
30,  1996.  The  stability  of this  percentage  for the nine month period ended
September 30, 1997, was primarily




                                        8

<PAGE>






attributable to third quarter  increase in sales,  which offset the increases in
personnel,  building  rental  costs,  repairs and  maintenance,  promotions  and
increases in management positions and other related business operations.

Interest Expense

      The Company's  interest  expense for the third quarter ended September 30,
1997 was  approximately  $184,900,  representing  an increase  of  approximately
$138,400 over the third quarter ended September 30, 1996. In contrast,  interest
expense for the nine month period  ended  September  30, 1997 was  approximately
$419,100, representing an increase of approximately $172,400 from the nine month
period ended September 30, 1996. The Company's interest expense increased during
the third  quarter and nine month period  ended  September  30, 1997,  due to an
increase  in short term cash  requirements  which  resulted  in  increased  bank
borrowings in the third quarter and nine month period ended  September 30, 1997,
as compared to the third quarter and nine month period ended September 30, 1996.

Other Income [Expense]

      The Company's other expenses increased  approximately $134,700 to $152,623
from $17,916 in the third quarter ended September 30, 1997, as compared with the
third quarter ended  September 30, 1996. The increase was primarily due to a net
decrease of  approximately  $1,700 on the sale of  equipment,  a net decrease of
approximately  $25,600 in interest  income,  and a net increase of approximately
$138,400  in  interest  expenses  recognized,   offset  by  a  net  increase  of
approximately $31,000 in other income. In contrast, the Company's other expenses
decreased  approximately $247,000 to $(231,282) from (478,291) in the nine month
period ended  September  30, 1997,  as compared with the nine month period ended
September  30, 1996.  The decrease in other  expenses was primarily due to a net
decrease of  approximately  $462,100 in a one-time  financing  charge on certain
bridge loans that were incurred by the Company in the first quarter of 1996, and
a net  increase of  approximately  $146,800 in other  income,  primarily  due to
interest and rental income,  and one time refunds from utilities,  and Workmens'
Compensation,  a net  increase of  approximately  $172,400 in interest  expense,
offset by a net decrease of approximately $138,200 on the sale of equipment, and
a net decrease of  approximately  $53,600 in interest  income  recognized in the
nine month period ended September 30, 1996.

Net Income

      Net income  increased  approximately  $434,900  or 252% to  $607,671  from
$172,741 in the third  quarter  ended  September  30, 1997, as compared with the
third quarter ended September 30, 1996. The third quarter increase in net income
was  primarily  due  to:  (1)  a net  increase  in  income  from  operations  of
approximately  $896,500,  and (2) offiset by a net increase in other expenses of
approximately  $134,700, and a net increase in the provision for income taxes of
approximately   $299,900.  In  contrast,  the  Company's  net  income  increased
approximately  $845,100 or 182% to  $1,310,457  from $465,370 for the nine month
period ended  September  30, 1997,  as compared with the nine month period ended
September 30, 1996.
 The nine month period  increase in net income was due  primarily  to: (1) a net
increase in income from operations of  approximately  $1,136,300,  and (2) a net
decrease in other expenses of approximately  $247,000,  offset by a net increase
in the provision for income taxes of approximately $548,200.

Liquidity and Capital Resources

   The Company has a long-term  revolving line of credit with Manufacturers Bank
("Mfrs."),  which was renewed on June 1, 1997 for an additional  year, and bears
interest at Mfrs.' base rate plus 1/4%. This facility,  which has been increased
by  $1,100,000,  allows  the  Company  to  borrow  up to  $5,500,000  based on a
stipulated   percentage  of   contractually   defined  eligible  trade  accounts
receivable.  The Company had approximately  $3,205,000 in outstanding borrowings
under the line of credit as of September 30, 1997. In addition,  the Company and
Mfrs.  have agreed to a term loan  facility of up to  $5,500,000  available  for
equipment purchases, which will bear interest at Mfrs.' base fixed rate of 8.75%
per annum. There were approximately $4,214,800 outstanding borrowings under this
facility  as  of  September  30,  1997,   with  a  remaining   availability   of
approximately  $1,285,200 under the equipment line and approximately  $2,295,000
under the revolving line of credit at September 30, 1997.

   The Company's  working  capital  increased by  approximately  $2,053,500 from
$4,036,532 to $6,089,998 in the nine month period ended  September 30, 1997. The
increase  resulted  primarily  from  an  increase  in  accounts   receivable  of
approximately  $2,733,300, an increase in inventory of approximately $2,768,000,
an increase in prepaid expenses of approximately  $263,300, an increase in notes
receivable of approximately $193,500,  offset by an increase in accounts payable
of  approximately  $915,800,  an  increase  in  short-term  bank  borrowings  of
approximately $2,620,000, and a decrease in cash of approximately $33,800.

   The Company  required  cash to fund  operating  activities  of  approximately
($1,825,600)  in the nine month period ended  September 30, 1997, as compared to
required cash to fund operating  activities of  approximately  ($375,500) in the
nine month period ended September 30, 1996. Cash used in investing and financing
activities,  includes the purchase of equipment, debt reduction,  acquisition of
Enterprise Industries,  Inc., note payable proceeds, bank short-term borrowings,
repayment of




                                        9

<PAGE>






bridge note payable,  and an increase in third party loans, was approximately
 $1,791,800  and $1,821,100 in the nine  months ended September 30, 1997 and
 September 30, 1996, respectively.

   During the nine month period ended September 30, 1997 and September 30, 1996,
the Company spent approximately $488,600 and $321,700, respectively, to purchase
capital  equipment  which was funded  through  long-term  borrowings and current
operations.  Additionally,  management  expects  the  Company's  level of future
capital  expenditures  to  increase  at a level  that  is  consistent  with  the
Company's  projected  growth and  operations.  Management has projected  capital
expenditure  requirements  of  approximately  $2,000,000  for the calendar  year
ending  December 31, 1997.  This  increase  will be supported by increased  bank
borrowings and internal operations.

   Management  believes that its current financial  position,  together with the
available  borrowings under the Company's available borrowings under its various
short and long-term  credit  facilities will be sufficient to meet the Company's
anticipated  operating  needs and  projected  capital  expenditure  requirements
through the year ending December 31, 1997.




                                       10

<PAGE>






                           PART II - OTHER INFORMATION


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

(a) This  Report  contains  the  following  Exhibits  as required by Item 601 of
Regulation S-B.

Exhibit              Description

11.1                 Computation of Earnings Per Share

   (i)                  Financial Data Schedule

(b) No reports  on Form 8-K were  filed  during  the three  month  period  ended
September 30, 1997.




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SIGNATURES

      Pursuant to the  requirements  of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                                  TMCI Electronics, Inc.
                                                                (Registrant)


Date:  November 4, 1997                  By:___________________________________
                                      Charles E. Shaw, Chief Financial Officer
                                                                                
                                        (Principal Financial Officer)










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                             TMCI Electronics, Inc.
                                   Exhibit 11
                        Computation of Earnings Per Share


                                                        Nine  Months Ended
                                                             September 30,
                                                      1997        1996

EPS:
<S>                                                  <C>                  <C>   
Net Income                                              $ 1,310,457          $ 465,370
                                                       ============          =========

Weighted Average Shares Outstanding                       3,596,332          3,016,403
                                                          =========          =========

EPS                                                      $0.37                 $0.15
                                                    =============           ===========

Primary & Fully Diluted EPS:

Net Income                                              $ 1,310,457          $ 465,370

Additional Net Income due to decrease in
Interest Expense and increase in Interest
Income, net of Income taxes                                 380,357            --

Adjusted Net Income                                      $1,690,814          $ 465,370
                                                        ===========          =========

Weighted Average Number Shares Outstanding and
Common Stock Equivalents                            3,515,829                 2,839,886

Equivalent Shares Outstanding assuming
exercise of the Options and Warrants under
the modified Treasury Stock method                  1,796,834                    --

Shares held in escrow in connection
with acquisition                                        80,503                   --

Total Weighted Shares Outstanding and
Common Stock Equivalents                            5,393,166                 3,016,403
                                                    =========                 =========

Primary & Fully Diluted EPS                               $0.31                  $0.15
                                                   ==============            ==========







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