<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      -------------------------------------


                                   FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2001
                         Commission File No. 001-12739


                   ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC.
                   ------------------------------------------
             (Exact name of registrant as specified in its charter)

                  FLORIDA                                  59-2327381
                  -------                                  ----------
      (State or Other Jurisdiction of          (IRS Employer Identification No.)
      Incorporation or Organization)

          1810 N.E. 144TH STREET
           NORTH MIAMI, FLORIDA                              33181
           --------------------                              -----
 (Address of Principal Executive Offices)                  (Zip Code)

                                 (305) 944-7710
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

   Securities to Be Registered Pursuant To Section 12(B) Of The Exchange Act:

                                                Name of Each Exchange
          Title of Each Class                    On Which Registered
                 NONE                                    N/A

      SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:

                          COMMON STOCK $.001 PAR VALUE
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. [ ]


<PAGE>

                                PURPOSE OF FILING

         This Form 10-K/A to the 2001 Form 10-K of Advanced Electronic Support
Products, Inc. (the "Company") is being filed to report the information required
by Items 10, 11, 12 and 13 of Part III of Form 10-K.


                                       2
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

BOARD OF DIRECTORS

         Each of our Directors currently holds office until his or her successor
is elected and qualified. At present, our By-Laws provide for not less than one
Director nor more than twelve Directors. Currently, we have five Directors. Our
By-Laws permit our Board of Directors to fill any vacancy and such Director may
serve until the next annual meeting of shareholders or until his successor is
elected and qualified. Officers serve at the discretion of our Board of
Directors. Our officers devote their full time to our business. As of April 25,
2002, the members of the Board are as follows:

<TABLE>
<CAPTION>
NAME                                 AGE      DIRECTOR POSITIONS
----                                 ---      ------------------
<S>                                  <C>      <C>
Slav Stein                           57       President, Chief Executive Officer and Director
Roman Briskin                        52       Executive Vice President, Secretary and Director
Terrence Daidone (1)(2)              42       Director
William B. Coldrick (1)(2)           60       Director
Leonard Sokolow (1)(2)               45       Director
</TABLE>

------------------------------------
(1)      Member of the Audit Committee.
(2)      Member of the Compensation Committee.

BUSINESS EXPERIENCE

         The principal occupation and business experience for each of our
Directors for at least the past five years is as follows:

         Mr. Stein is one of our founders and has been employed by us in a
senior executive capacity since our formation in 1983. Mr. Stein has served as
President, Chief Executive Officer and a Director of our company since our IPO
in February 1997. Mr. Stein is also one of our principal shareholders. See Item
12. "Security Ownership of Certain Beneficial Owners and Management" and Item
13. "Certain Relationships and Related Transactions."

         Mr. Briskin has been one of our senior executive officers since 1984.
He has served as Executive Vice President, Secretary/Treasurer (Treasurer until
May 2000) and a Director of our company since our IPO. Mr. Briskin is also one
of our principal shareholders. See Item 12. "Security Ownership of Certain
Beneficial Owners and Management" and Item 13. "Certain Relationships and
Related Transactions."

         Mr. Daidone has served as one of our Directors since our IPO. Mr.
Daidone has been Vice President of Sales and Marketing of Fugate and Associates,
Inc./ERS Imaging Supplies, Inc., a private corporation engaged in the collection
and distribution of empty printer cartridges, since January 1996. From 1993 to
1996, Mr. Daidone served as Director of Mass Merchant Operations with Nashua
Corporation, a company engaged in the manufacturing of coated products.


                                       3
<PAGE>

         Mr. Coldrick has served as one of our Directors since June 1997. Mr.
Coldrick is also a Director of Focus Enhancements, Inc., a Delaware corporation,
where he has served since 1993. Mr. Coldrick is retired. Prior to his
retirement, Mr. Coldrick served in various senior capacities with Apple Computer
and Unisys Corporation. Mr. Coldrick currently acts as an investor in and a
consultant to several companies.

         Mr. Sokolow has been a Director of our company since November 1999.
Since November 1999, Mr. Sokolow has been CEO and President of vFinance Inc., an
investment banking and brokerage firm. Since August 1993 Mr. Sokolow has also
been President of Genesis Partners, Inc., a private financial business
consulting firm. Mr. Sokolow was Chairman and Chief Executive Officer of the
Americas Growth Fund, Inc., a closed-end management investment company, from
August 1994 to December 1998.

MEETINGS OF THE BOARD AND COMMITTEES

         The Board of Directors held a total of three meetings and acted on four
occasions by written consent during the year ended December 31, 2001.
Additionally, the Audit Committee met on five occasions during 2001. Each Board
member attended at least 75 percent of the meetings except Mr. Briskin, who
attended 67 percent of the meetings, and Mr. Sokolow, who attended 50 percent of
the meetings.

COMPENSATION OF DIRECTORS

         Directors who are not employees of the Company are annually granted
options to purchase 25,000 shares of Common Stock at an option exercise price
equal to the closing price of the Common Stock on the date of grant. These
options vest immediately. Directors also receive $3,000 per year for service on
the Board of Directors and on committees of the Board of Directors. Directors
who are employees of the Company receive no additional compensation for their
service on the Board of Directors. All Directors are also reimbursed for
expenses incurred in attending Board meetings.


                                       4
<PAGE>

EXECUTIVE OFFICERS

         The following list reflects our executive officers, as of the date of
this report, the capacity in which they serve our company, and when they took
office:

<TABLE>
<CAPTION>
NAME                      AGE      EXECUTIVE POSITION                               OFFICER SINCE
----                      ---      ------------------                               -------------
<S>                       <C>      <C>                                              <C>
Slav Stein                57       President, Chief Executive Officer                   1983
Roman Briskin             52       Executive Vice President and Secretary               1984
Stephen Daily             44       Vice President Signamax Division                     2000
Roy Rafalco               46       Chief Financial Officer and Treasurer                2000
</TABLE>

BUSINESS EXPERIENCE

         Mr. Stein. See the biographical information contained in "Board of
Directors."

         Mr. Briskin. See the biographical information contained in "Board of
Directors."

         Mr. Daily became a Vice President in September 2000. In 1990, Mr. Daily
founded Interlink Technologies, a manufacturer of premise cabling and
connectivity products, where he remained as President until 1998 when that
company was sold. Thereafter, until joining us, Mr. Daily was a consultant for
various companies including ourselves.

         Mr. Rafalco joined us in May 2000. Prior to joining us, for more than
the last five years Mr. Rafalco was the Chief Financial Officer and President of
TopSpeed Corporation, a worldwide publisher of Windows and Internet software
development tools, and during his last year with that company Mr. Rafalco also
served as that company's Chief Executive Officer.

FAMILY RELATIONSHIPS

         There are no family relationships between or among any of our Directors
and executive officers.


                                       5
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

         The following table shows remuneration paid or accrued by us during the
year ended December 31, 2001 and for each of the two preceding years, to our
Chief Executive Officer and to each of our other most highly compensated
executive officers whose total annual salary and bonus exceeded $100,000:



<TABLE>
<CAPTION>

                                                  ANNUAL COMPENSATION                      LONG TERM COMPENSATION
                                      ------------------------------------------------ -------------------------------
                                                                                                AWARDS         PAYOUTS
                                                                                       ----------------------- -------
                                      Fiscal                             Other  Annual Restricted  Securities    LTIP     All Other
                                      Year         Salary        Bonus   Compensation    Stock     Underlying  Payouts  Compensation
Name and Principal Position           Ended         ($)         ($) (1)     ($)(2)       Awards   Options/SARs   ($)       ($) (3)
---------------------------           -----       -------       -------  ------------- ---------- ------------ -------  ------------
<S>                                   <C>         <C>           <C>      <C>           <C>        <C>          <C>      <C>
Slav Stein ...................        2001        217,311            --     6,000         --         75,000        --       5,932
President and Chief Executive         2000        199,650        24,945     6,000         --        175,000        --       5,579
Officer                               1999        180,000        31,814     6,000         --         25,000        --       4,378

Roman Briskin ................        2001        217,311            --     6,000         --         75,000        --       5,459
Executive Vice President and          2000        199,650        24,945     6,000         --        175,000        --       5,106
Secretary                             1999        180,000        31,814     6,000         --         25,000        --       3,905

Stephen Daily ................        2001        130,000            --        --         --         50,000        --       2,600
Vice President                        2000        130,000            --        --         --         20,000        --          --
Signamax Division

Roy Rafalco ..................        2001        116,515        22,600        --         --         60,000        --         210
Chief Financial Officer               2000        110,000            --        --         --         20,000        --          --
and Treasurer
</TABLE>
------------------------------
(1)      Bonus paid to Messrs. Stein and Briskin is based on a percentage of
         pre-tax income pursuant to current employment agreements. In 2000,
         Messrs. Stein and Briskin voluntarily elected to reduce their bonus
         percentage for 2000. See "Employment Agreements."

(2)      Messrs. Stein and Briskin each receive an automobile allowance of
         $6,000 per year pursuant to the terms of their employment agreements
         with the Company. See "Employment Agreements."

(3)      Messrs. Stein, Briskin, Rafalco and Daily received partially matched
         contributions as part of the Company's 401(k) Plan. Table includes
         value of $500,000 term life insurance policy which the Company
         purchases for the benefit of each of Messrs. Stein and Briskin.


                                       6
<PAGE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The following table sets forth information concerning options granted
during the fiscal year ended December 31, 2001 to the persons named in the
preceding summary compensation table under the caption "Executive Compensation":

<TABLE>
<CAPTION>
                                                                                               POTENTIAL REALIZABLE VALUE AT ASSUMED
                                                                                                    ANNUAL RATES OF STOCK PRICE
                                                    INDIVIDUAL GRANTS                             APPRECIATION FOR OPTION TERM (1)
                                -------------------------------------------------------        -------------------------------------
                                  NUMBER OF       % OF TOTAL
                                 SECURITIES     OPTIONS/SARS
                                 UNDERLYING       GRANTED TO   EXERCISE OF
                                OPTIONS/SARS     EMPLOYEES IN   BASE PRICE   EXPIRATION
NAME                             GRANTED (#)      FISCAL YEAR    ($/SH)         DATE               5% ($)               10% ($)
-------------                   ------------    -------------  -----------   ----------         ------------         ------------
<S>                             <C>             <C>            <C>           <C>                <C>                  <C>
Slav Stein                         75,000           17.0%         1.625        04/05/11           $  76,647            $ 194,237

Roman Briskin                      75,000           17.0%         1.625        04/05/11           $  76,647            $ 194,237

Stephen Daily                      25,000            5.7%         1.625        04/05/11           $  25,549            $  64,746
                                   25,000            5.7%         1.65         12/13/11           $  25,942            $  65,742

Roy Rafalco                        20,000            4.5%         1.625        04/05/11           $  20,439            $  51,797
                                   15,000            3.4%         2.85         07/30/11           $  26,885            $  68,132
                                   25,000            5.7%         1.65         12/13/11           $  25,942            $  65,742
</TABLE>
----------------
(1)      These amounts represent assumed rates of appreciation in the price of
         common stock during the term of the options in accordance with rates
         specified in applicable federal securities regulations. Actual gains,
         if any, on stock option exercises will depend on the future price of
         common stock and overall stock market conditions. There is no
         representation that the rates of appreciation reflected in the table
         will be achieved.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES

         The following table sets forth information concerning the value of
unexercised stock options at the end of the 2001 fiscal year for the persons
named in the preceding summary compensation table under the caption "Executive
Compensation":

<TABLE>
<CAPTION>
                                                                NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                               UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS/
                                                              OPTIONS/ SARS AT FISCAL        SARS AT FISCAL YEAR-END
                                                                    YEAR-END (#)                     ($) (1)
                                                              -------------------------     -------------------------
                            SHARES
                         ACQUIRED ON           VALUE
NAME                     EXERCISE (#)       REALIZED ($)      EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
-------------            ------------       ------------      -------------------------     -------------------------
<S>                      <C>                <C>               <C>                           <C>
Slav Stein                    --                --                450,000/180,250                128,250/54,075
Roman Briskin                 --                --                450,000/180,250                128,250/54,075
Stephen Daily                 --                --                 45,000/25,000                   2,250/2,500
Roy Rafalco                   --                --                 56,666/23,334                   2,250/2,500
</TABLE>
--------------------
(1)   Computed based upon the difference between the closing price of our
      common stock at December 31, 2001 ($1.80) and the exercise price of the
      outstanding options. No value has been assigned to options which are
      not in-the-money. As of April 29, 2002, the closing price of our common
      stock was $0.76, and all of our outstanding options were out-of-the-money.


                                       7
<PAGE>

EMPLOYMENT AGREEMENTS

         On February 19, 1997, Messrs. Stein and Briskin each entered into an
employment agreement with us. The term of such employment agreements (subject to
earlier termination for cause) was initially for a period of five years and
currently continues for successive one-year terms unless canceled by either
party. During the term of such employment agreements, Messrs. Stein and Briskin
each receive a base salary (currently $220,000 in 2002) which increases annually
by 10 percent of the prior year's salary plus the increase in the consumer price
index, which annual increase may not, in any event, exceed 20 percent of the
prior year's salary. In addition, Messrs. Stein and Briskin are each entitled to
receive an annual bonus equal to five percent of our pre-tax net income in each
fiscal year. We provide each of Messrs. Stein and Briskin with an automobile
allowance of $500 per month and a term life insurance policy in the amount of
$500,000.

         In the event that during the term of such employment agreements there
is a change of control of our company which has not been approved by our
Board of Directors, Messrs. Stein and Briskin will have the option to terminate
their employment with us within three months of the change of control and
receive a lump sum payment of $750,000 each. In such event, all previously
granted stock options would become automatically vested. If the Board of
Directors approves a change of control, Messrs. Stein and Briskin may terminate
their employment, but would only be entitled to receive a payment equal to the
prior year's annual salary and to become automatically vested in a portion of
their stock options equal to their percentage completion of the term of their
employment agreement. For purposes of the employment agreements, a "change in
control" is defined as an event that: (i) would be required to be reported in
response to Item 6(e) of Schedule 14(a) of Regulation 14A under the Exchange
Act; or (ii) causes a person other than Messrs. Stein and Briskin to
beneficially own more than 30 percent of our outstanding securities. As part of
such employment agreements, each of Messrs. Stein and Briskin have agreed not to
compete against us for a 12-month period following the termination of their
employment with us for any reason other than a change in control without the
approval of the Board of Directors.

STOCK OPTION PLAN

         The Company has adopted the 1996 Stock Option Plan, as amended (the
"1996 Plan"). Pursuant to the 1996 Plan, options to acquire a maximum of 530,000
shares of Common Stock may be granted to Directors, executive officers,
employees (including employees who are Directors), independent contractors and
consultants of the Company. As of April 25, 2002, options to purchase 473,068
shares of Common Stock are outstanding under the 1996 Plan (287,114 of which are
currently vested).

         The 1996 Plan is administered by the Compensation Committee of the
Board of Directors. The Compensation Committee determines which persons will
receive options and the number of options to be granted to such persons. The
Compensation Committee also interprets the provisions of the 1996 Plan and makes
all other determinations that it may deem necessary or advisable for the
administration of the 1996 Plan.


                                       8
<PAGE>

         Pursuant to the 1996 Plan, the Company may grant both ISOs (Incentive
Stock Options) and NQSOs (Non-Qualified Stock Options). The price at which the
Company's Common Stock may be purchased upon the exercise of options granted
under the 1996 Plan are required to be at least equal to the per share fair
market value of the Common Stock on the date particular options are granted.
Options granted under the 1996 Plan may have maximum terms of not more than 10
years and are not transferable, except by will or the laws of descent and
distribution. None of the ISOs under the 1996 Plan may be granted to an
individual owning more than 10 percent of the total combined voting power of all
classes of stock issued by the Company unless the purchase price of the Common
Stock under such option is at least 110 percent of the fair market value of the
shares issuable on exercise of the option determined as of the date the option
is granted, and such option is not exercisable more than five years after the
grant date.

         Generally, unless otherwise determined by the Compensation Committee or
the Board of Directors, options granted under the 1996 Plan remain outstanding
and may be exercised at any time up to three months after the person to whom
such options were granted is no longer employed or retained by the Company or
serving on the Company's Board of Directors.

         Pursuant to the 1996 Plan, unless otherwise determined by the
Compensation Committee, one-third of the options granted to an individual are
exercisable upon grant, one-third are exercisable on the first anniversary of
such grant and the final one-third are exercisable on the second anniversary of
such grant. However, options granted under the 1996 Plan shall become
immediately exercisable if the holder of such options is terminated by the
Company or is no longer a Director of the Company, as the case may be,
subsequent to certain events which are deemed to be a "change in control" of the
Company. A "change in control" of the Company generally is deemed to occur when
(i) any person becomes the beneficial owner of or acquires voting control with
respect to more than 20 percent of the Common Stock (or 35 percent if such
person is a holder of Common Stock on the effective date of the IPO) (ii) a
change occurs in the composition of a majority of the Company's Board of
Directors during a two-year period, provided that a change with respect to a
member of the Company's Board of Directors shall be deemed not to have occurred
if the appointment of a member of the Company's Board of Directors is approved
by a vote of at least 75 percent of the individuals who constitute the then
existing Board of Directors; or (iii) the Company's shareholders approve the
sale of substantially all of the Company's assets.

         ISOs granted under the 1996 Plan are subject to the restriction that
the aggregate fair market value (determined as of the date of grant) of options
which first become exercisable in any calendar year cannot exceed $100,000.

TOTAL OPTIONS OUTSTANDING

         We have a substantial number of stock options outstanding. Many of our
outstanding options (including a substantial portion of the options granted to
our non-employee directors and to our principal executive officers) were granted
outside of the 1996 Plan pursuant to individual stock option agreements. At the
date of this Form 10-K/A, the following options were outstanding: (i) options to
purchase an aggregate 47,000 shares of Common Stock held by consultants; (ii)
options to purchase an aggregate of 1,660,500 shares of Common Stock held by our
two principal executive officers (who are also our principal shareholders);
(iii) options to purchase 373,250 shares of Common Stock held by our
non-employee Directors; and (iv) options to purchase an aggregate of 446,368
shares of Common Stock held by our employees.



                                       9
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         During the last fiscal year, no members of the Company's Compensation
Committee are or were current or former employees of the Company and there were
no material transactions between the Company and any of the members of the
Compensation Committee.

COMPLIANCE WITH SECTION 16(A)

         Based solely upon our review of Forms 3 and 4 and amendments thereto
furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of
1934 (the "Exchange Act"), during our fiscal year ended December 31, 2001 and
any Forms 5 and amendments thereto furnished to us with respect to such fiscal
year, and any written representations referred to in subparagraph (b)(2)(i) of
Item 405 of Regulation S-K, except as set forth below, no person who at any time
during the fiscal year ended December 31, 2001 was a Director, officer or, to
our knowledge, a beneficial owner of more than 10% of any class of our equity
securities registered pursuant to Section 12 of the Exchange Act, failed to file
on a timely basis, as disclosed in Forms 3, 4 and 5, reports required by Section
16(a) of the Exchange Act during the fiscal year ended December 31, 2001. In
that regard, each of our officers and Directors were late in filing their Form 5
relating to their ownership of Company securities during 2001.


                                       10
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of April 25, 2002, we had outstanding 4,596,721 shares of our common
stock. The following table sets forth, as of April 25, 2002, certain information
regarding our common stock owned of record or beneficially by: (i) each person
who owns beneficially more than 5% of our outstanding common stock; (ii) each of
our Directors; and (iii) all Directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                                                           BENEFICIAL OWNERSHIP
                                                                                            OF COMMON STOCK (1)
                                                                                      -----------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                                               SHARES               PERCENT
----------------------------------------                                              ---------             -------
<S>                                                                                   <C>                     <C>
Slav Stein (2).............................................................           1,401,007               26.8%
Roman Briskin (2)..........................................................           1,401,007               26.8%
Terrence R. Daidone (3)....................................................             155,000                3.3%
William B. Coldrick (3)....................................................             137,000                2.9%
Leonard Sokolow (3)........................................................              81,250                1.7%
Steve Daily (3)(4).........................................................              45,000                1.0%
Roy Rafalco (3)(5).........................................................              56,666                1.2%
All Directors and executive officers as a group (7 persons)(6).............           3,276,930               51.8%
</TABLE>
----------------------------
(1)      Unless otherwise indicated, each person named in the table has the sole
         voting and investment power with respect to the shares beneficially
         owned. The address for each beneficial owner is c/o Advanced Electronic
         Support Products, Inc., 1810 N.E. 144th Street, North Miami, Florida
         33181.

(2)      Includes options to purchase 625,000 shares of Common Stock issuable
         upon the exercise of vested stock options. Excludes unvested options to
         purchase 205,250 shares of Common Stock.

(3)      Shares of Common Stock issuable upon the exercise of vested stock
         options.

(4)      Excludes unvested stock options to purchase 25,000 shares of Common
         Stock.

(5)      Excludes unvested stock options to purchase 23,334 shares of Common
         Stock.

(6)      Includes vested stock options to purchase an aggregate of 1,724,917
         shares of Common Stock.


                                       11
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We are parties to a lease with RSB Holdings, Inc., a Florida
corporation ("RSB Holdings"), pursuant to which we lease our corporate
headquarters and warehouse in North Miami, Florida. We make annual payments
under such lease in the amount of approximately $43,200. Messrs. Stein and
Briskin each own 50 percent of the issued and outstanding common stock of RSB
Holdings, and are its sole officers and directors.

         In January 2002, we converted $152,000 due to Messrs. Stein and Briskin
into 190,000 shares of our Common Stock (at a conversion price of $.80 per
share, which was the fair market value on the date of conversion). Such debt
related, among other matters, to amounts due Messrs. Stein and Briskin through
the end of 2001 under their employment agreements.

         We believe that all the foregoing related-party transactions were on
terms, as a whole, no less favorable to us than could reasonably be obtained
from unaffiliated third parties. All transactions with affiliates have been
approved by a majority of disinterested Directors of the Company and on terms no
less favorable to the Company than those that are generally available from
unaffiliated third parties.


                                       12
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   REGISTRANT:

                                   ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC.



                                   By:      /s/ SLAV STEIN
                                            -----------------------------------
                                            Slav Stein, President

                                   Date:    April 30, 2002

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


<TABLE>
<CAPTION>
       Signature                                        Title                                 Date
-----------------------           --------------------------------------------------     ---------------
<S>                               <C>                                                    <C>
/s/ SLAV STEIN                    President, Chief Executive Officer and a Director      April 30, 2002
-----------------------           (Principal Executive Officer)
Slav Stein

/s/ ROMAN BRISKIN                 Executive Vice President, Secretary and a Director     April 30, 2002
-----------------------
Roman Briskin

/s/ TERRENCE R. DAIDONE           Director                                               April 30, 2002
-----------------------
Terrence R. Daidone

/s/ WILLIAM B. COLDRICK           Director                                               April 30, 2002
-----------------------
William B. Coldrick

/s/ LEONARD SOKOLOW               Director                                               April 30, 2002
-----------------------
Leonard Sokolow

/s/ ROY RAFALCO                   Chief Financial Officer and Treasurer                  April 30, 2002
-----------------------           (Principal Financial and Accounting Officer)
Roy Rafalco
</TABLE>