<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934




   For Quarter Ended October 31, 1996
   Commission File Number 1-4124



                        JETRONIC INDUSTRIES, INC.
                        -------------------------
         (Exact name of registrant as specified in its charter)

             Pennsylvania                             23-1364981
             ------------                             ----------
   (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                Identification No.)


              4200 Mitchell Street, Philadelphia, PA   19128
              -------------------------------------------------
         (Address of principal executive offices)    (Zip Code)


   Registrant's telephone number, including area code (215) 482-7660
                                                      --------------



   Indicate by checkmark 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 reports), and (2) has been subject to
   such requirements for the past 90 days. Yes  X  No    .
                                               ---    ---

   At October 31, 1996, 3,604,499 shares of common stock were outstanding.



<PAGE>



                                 PART I



   ITEM 1
   ------

   CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND ITS
   SUBSIDIARIES


   The following Consolidated Balance Sheets, Consolidated Statements of
   Operations, Consolidated Statements of Changes in Shareholders' Equity
   (Deficit) and Consolidated Statements of Cash Flows are unaudited. In the
   opinion of management, all adjustments, consisting only of normal recurring
   adjustments, necessary for a fair statement of results for the interim
   periods have been included. Results of operations for interim periods are not
   necessarily indicative of a full year's operations. The aforementioned
   statements should be read in conjunction with the annual report on Form 10-K
   for the fiscal year ended January 31, 1996.

   CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

   Certain forward looking statements contained herein are based on current
   expectations. Actual results may differ materially from the results described
   in such forward looking statements due to, but not limited to, the following
   factors: the effect of general business conditions, the impact of competitive
   products and pricing, product development and technological difficulties.



<PAGE>







   Summarized business segment information for fiscal years 1997 and 1996 (in
   thousands) is as follows:


                                         Nine Months Ended October 31,
                                             1996           1995*
                                             ----           ----
    Net revenues:

     Electronic communication
       equipment                           $    680       $    281
     Energy conversion products
       group                                 17,129         16,267
                                           --------       --------
     Consolidated                          $ 17,809       $ 16,548
                                           ========       ========


   Operating profit (loss):

     Electronic communication
       equipment                           $    125       $(   192)
     Energy conversion products
       group                                  2,136          1,521
     Net corporate expenses                 ( 1,731)       ( 1,733)
                                           --------       --------
                                           $    530       $(   404)
                                           ========       ========



   * Reclassified to conform to 1997 presentation.



<PAGE>






   ITEM 2
   ------

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
   RESULTS OF OPERATIONS

   Results of operations:
   ----------------------

   In the following commentary, "operating profit" is total revenue less
   operating expenses and has been reclassified to exclude discontinued
   operations. In computing operating profit, none of the following items has
   been added or deducted: general corporate expenses, corporate interest
   expense, corporate interest income and income taxes.

   The electronic communication equipment operations reported revenues of
   $680,000 and an operating profit of $125,000 for the nine months ended
   October 31, 1996 (1997) compared to revenues of $281,000 and an operating
   loss of $192,000 for the nine months ended October 31, 1995 (1996). Revenues
   and operating loss for the quarter ended October 31, 1996 were $164,000 and
   $18,000, respectively, compared to revenues and operating loss for the
   quarter ended October 31, 1995 of $163,000 and $45,000, respectively. The
   increase in both revenues and profitability for the nine months is related to
   deliveries under a U.S. Government contract for products similar to those
   produced in the past. The losses incurred in both third quarters is a result
   of reduced shipments under the U.S. Government contract and the necessity to
   maintain a level of readiness in anticipation of future awards.

   The energy conversion products group reported revenues of $17,129,000 and an
   operating profit of $2,136,000 for the nine months ended October 31, 1996
   compared to revenues of $16,267,000 and an operating profit of $1,521,000 for
   the nine months ended October 31, 1995. Revenues and operating profit for the
   quarter ended October 31, 1996 were $6,684,000 and $869,000, respectively,
   compared to revenues and operating profit for the quarter ended October 31,
   1995 of $5,215,000 and $678,000, respectively. The increase in revenues and
   profitability is attributable to increased business and margins in both the
   solid state power supply business and custom switchgear equipment.

   Net corporate expenses, comprised of interest expense and general corporate
   items, were $1,731,000 for the nine months ended October 31, 1996 compared to
   $1,733,000 for the nine monhts ended October 31, 1995.

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

   During FY 1997 and FY 1996 the operations of the Company and its subsidiaries
   were financed by a lending institution under various formulae which provide
   operating funds as required. Such borrowings are primarily in the form of
   short-term loans, secured by assignment of accounts receivable and
   inventories. Under the various formulae, borrowings are limited to varying
   percentages and maximum dollar amounts of accounts receivable and inventories
   with a maximum limitation of $5,000,000. As of October 31, 1996, such
   borrowings amounted to $3,413,000 with an additional availability based on
   the various formulae of $514,000. The Company's line of credit agreement with
   its current lender expires on June 30, 1998.



<PAGE>








   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
   OPERATIONS - (continued):



   At this time, there are no material commitments for capital expenditures.
   Cash requirements for the current fiscal year should decrease by
   approximately five percent, primarily based upon the Company's discontinuance
   of its marine products division. Based upon the availability of funds under
   its various existing financing arrangements, the Company deems its liquidity
   to be adequate.



<PAGE>





                            JETRONIC INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                 (000's Omitted)


                                        October 31, 1996  January 31, 1996
                                        ----------------  ----------------
       ASSETS

   Current assets:

     Cash                                   $    547         $    652
     Accounts receivable                       4,226            2,858
     Inventories                               4,825            4,140
     Prepaid and other assets                    485              601
                                            --------         --------
         Total current assets                 10,083            8,251
   Property, plant and equipment, net            435              481
   Goodwill                                      303              311
   Other assets                                  557              364
                                            --------         --------
         Total assets                       $ 11,378         $  9,407
                                            ========         ========



     LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

   Current liabilities:

     Notes payable to lenders               $  3,413         $  2,331
     Current portion of long-term debt            81               89
     Accounts payable                          1,940            1,584
     Other accrued liabilities                 1,066            1,143
     Deferred interest                         1,246            1,166
                                            --------         --------
         Total current liabilities             7,746            6,313
   Long-term debt                              4,005            3,996
                                            --------         --------
         Total liabilities                    11,751           10,309
                                            --------         --------

   Shareholders' equity (deficit):
     Common stock                                361              361
     Capital in excess of par value           12,569           12,569
     Retained earnings (deficit)             (13,303)         (13,832)
                                            --------         --------
         Total shareholders'
           equity (deficit)                  (   373)         (   902)
                                            --------         --------
                                            $ 11,378         $  9,407
                                            ========         ========


   See notes to consolidated financial statements.



<PAGE>



                            JETRONIC INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                 (000's Omitted)


                                          Nine Months Ended October 31,
                                          -----------------------------
                                               1996         1995*
                                               ----         ----

   Net sales                                 $ 17,809     $ 16,548

   Cost and expenses:

     Cost of goods sold                        14,843       14,342
     Selling and administrative expenses        1,699        1,807
     Interest and debt expenses                   737          803
                                             --------     --------
     Total costs and expenses                  17,279       16,952
                                             --------     --------
   Income (loss) from continuing
     operations before income taxes               530      (   404)
   Income tax provision                             1           10
                                             --------     --------
   Income (loss) from continuing
     operations                                   529      (   414)
   Discontinued operations                                 (   217)
                                             --------     --------
   Net income (loss)                         $    529     $(   631)
                                             ========     ========

   Net income (loss) per share (A)           $    .15     $(   .18)
                                             ========     ========




   Notes:

   (A)  Weighted average number of shares for the nine months ended October 31,
        1996 and 1995 was 3,604,000.

   See notes to consolidated financial statements.

   * Reclassified to conform to 1996 presentation.



<PAGE>



                            JETRONIC INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                 (000's Omitted)



                                          Three Months Ended October 31,
                                          ------------------------------
                                               1996         1995*
                                               ----         ----

   Net sales                                 $  6,848     $  5,378

   Cost and expenses:

     Cost of goods sold                         5,726        4,486
     Selling and administrative expenses          688          639
     Interest and debt expenses                   231          280
                                             --------     --------
     Total costs and expenses                   6,645        5,405
                                             --------     --------
   Income (loss) from continuing
     operations before income taxes               203      (    27)
   Income tax provision (benefit)             (     8)           9
                                             --------     --------
   Income (loss) from continuing
     operations                                   211      (    36)
   Discontinued operations                                 (   181)
                                             --------     --------
   Net income (loss)                         $    211     $(   217)
                                             ========     ========

   Net income (loss) per share (A)           $    .06     $(   .06)
                                             ========     ========



   Notes:

   (A)  Weighted average number of shares for the three months ended October 31,
        1996 and 1995 was 3,604,000.


   See notes to consolidated financial statements.

   * Reclassified to conform to 1996 presentation.



<PAGE>








                            JETRONIC INDUSTRIES, INC.
      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                   (Unaudited)
                                 (000's Omitted)

<TABLE>
<CAPTION>

                                            Common Stock         Capital in      Retained
                                            ------------          excess of      earnings
                                           Shares   Amount        par value      (deficit)          Total
                                           ------   ------        ---------      ---------          -----
<S>                                     <C>           <C>          <C>           <C>             <C>
Balance, January 31, 1995               3,604,499     $361         $12,569       ($11,609)         $1,321
Net loss, year ended
  January 31, 1996                                                               (  2,223)        ( 2,223)
                                        ---------     ----         -------       --------         -------
Balance, January 31, 1996               3,604,499      361          12,569       ( 13,832)        (   902)
Net income, nine months
  ended October 31, 1996                                                              529             529
                                        ---------     ----         -------       --------         -------
Balance, October 31, 1996               3,604,499     $361         $12,569       ($13,303)        ($  373)
                                        =========     ====         =======       ========         =======
</TABLE>

See notes to consolidated financial statements.



<PAGE>






                         JETRONIC INDUSTRIES, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
                              (000's Omitted)


                                            Nine Months Ended October 31,
                                            -----------------------------
                                                1996            1995*
                                                ----            ----
   Cash flows from operating activities:
     Net income (loss)                        $   529         $(  631)
     Adjustments to reconcile net income
       (loss) to net cash provided (used)
       by operating activities:
       Depreciation and amortization              128             174
       Reduction of goodwill                        8               8
       Deferred taxes                                              15
       Changes in assets and liabilities:
         Accounts receivable                   (1,368)         (  306)
         Inventories                           (  685)         (  202)
         Prepaid and other assets                 116          (  108)
         Net assets of discontinued
           operations                                           1,006
         Other assets                          (  245)         (  183)
         Accounts payable                         356             284
         Other liabilities                          3              86
                                              -------         -------
         Total adjustments                     (1,687)            774
                                              -------         -------
           Net cash provided (used) by
             operating activities              (1,158)            143
                                              -------         -------
   Cash flows from investing activities:
     Capital expenditures                      (   30)         (   54)
                                              -------         -------
   Cash flows from financing activities:
     Proceeds from long-term debt                  65
     Net borrowings from lenders                1,082             137
     Principal payments on long-term debt      (   64)         (  111)
                                              -------         -------
           Net cash provided (used) by
             financing activities               1,083              26
                                              -------         -------
   Net increase (decrease) in cash             (  105)            115
   Cash beginning of period                       652             144
                                              -------         -------
   Cash end of period                         $   547         $   259
                                              =======         =======

   Supplemental disclosures of cash flow 
     information:

     Interest paid during the period          $   255         $   186
                                              =======         =======

     Income taxes paid during the period      $     1         $     1
                                              =======         =======

   See notes to consolidated financial statements.

   * Reclassified to conform to 1996 presentation.


<PAGE>

                        JETRONIC INDUSTRIES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)
                             (000's Omitted)



   Note 1 - INVENTORIES

     Inventories, which are stated at the lower of last-in first-out (LIFO) cost
     or market for electronic communication equipment and a portion of energy
     conversion products (10% of inventory) and at the lower of first-in
     first-out (FIFO) cost or market for the remaining portion of energy
     conversion products, are summarized as follows:

                                       October 31, 1996    January 31, 1996
                                       ----------------    ----------------
     Raw materials                         $  2,724           $  2,626
     Work in process                          2,101              1,514
                                           --------           --------
     Total                                 $  4,825           $  4,140
                                           ========           ========


   Note 2 - STATEMENT OF OPERATIONS

     Effective February 1, 1993, the Company changed its method of accounting
     for income taxes by adopting Statement of Financial Accounting Standards
     No. 109 (SFAS No. 109). Under SFAS No. 109 the deferred tax provision is
     determined under the liability method. Deferred tax assets of $3,188,
     arising principally from net operating loss carryforwards, were partially
     offset by deferred tax liabilities and valuation allowance of $3,016 in
     accordance with guidelines established under SFAS No. 109. The Company will
     periodically review and adjust the valuation allowance as needed.

     Differences between the statutory federal income tax rate and the effective
     tax rate are accounted for as follows:

                                            Nine Months Ended October 31,
                                            -----------------------------
                                                1996            1995
                                                ----            ----

     Federal income tax rate                    34.0%          (34.0%)
     State income taxes, net of
       federal tax benefit                       0.1             2.8
     Tax effect of non-deductible
       expenses                                  1.8             1.7
     NOL utilization under SFAS No. 109        (35.8)           31.3
                                               -----           -----
     Effective income tax rate                   0.1%            1.8%
                                               =====           =====






<PAGE>




                                PART II

   Items 1 thru 6(a) are not applicable.

   Item 6(b) - There were no reports on Form 8-K filed for the quarter ended
   October 31, 1996.



                               SIGNATURES
                               ----------

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
   registrant has duly caused this report to be signed on its behalf by the
   undersigned thereunto duly authorized.


                                 JETRONIC INDUSTRIES, INC.
                                 -------------------------
                                        Registrant




                                 Leonard W. Pietrzak
                                 ----------------------------------------
                                 Vice President - Finance





   December 23, 1996