SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 FORM 10-KSB/A-1

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

                    For the fiscal year ended March 31, 1998

                          Commission file number 1-4530

                                  ASTREX, INC.

        (Exact name of small business issuer as specified in its charter)

        DELAWARE                                     13-1930803
(State of incorporation)                  (IRS Employer Identification No.)

                  205 Express Street, Plainview, New York 11803
               (Address of principal executive offices) (Zip Code)

                                 516 - 433-1700
                (Issuer's telephone number, including area code)

        Securities registered pursuant to Section 12 (b) of the Act: None
              SECURITIES REGISTERED PURSUANT TO 12 (g) OF THE ACT:
                          Common Stock, $.01 Par Value
                                (Title of class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to each filing requirements for the past 90
days. Yes |X| No |_|.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. |X|

State issuer's revenues for its most recent fiscal year. $14,263,651.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified date
within the past 60 days. $646,694 as of June 15, 1998 (See Item 5).

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 4,459,277 shares of Common Stock as
of June 16, 1998.
<PAGE>

                                  ASTREX, INC.

                              CROSS REFERENCE SHEET

Item required by Form 10-KSB              Location of Item
----------------------------              ----------------

Item 1. - Description of Business         Item 1.   Business

Item 2. - Description of Property         Item 2.   Description of Property

Item 3. - Legal Proceedings               Item 3.   Legal Proceedings

Item 4. - Submission of Matters to a      Item 4.   Submission of
          Matter to a Vote of                       Vote of Security Holders
          Security Holders

Item 5. - Market for Common Equity        Item 5.   Market for Registrant's
          and Related Shareholder                   Common Equity and Related 
          Matters                                   Shareholder Matters

Item 6. - Management's Discussion and     Item 6.   Management's Discussion and
          Analysis or Plan of Operation             Analysis of Financial 
                                                    Condition and Results of
                                                    Operation

Item 7. - Financial Statements            Item 13.  Exhibits, Financial
                                                    Statements and Reports
                                                    on Form 8-K

Item 8. - Changes In and Disagreements    Item 8.   Changes in and Disagreements
          With Accountants on Accounting            with Accountants on 
          and Financial Disclosure                  Accounting and Financial 
                                                    Disclosure

Item 9. - Directors, Executive Officers,  Item 9.   Directors and Executive 
          Promoters and Control Persons,            Officers of the Company; 
          Compliance with Section 16(a)             Compliance with Section
          of the Exchange Act                       16(a) of the Exchange Act

Item 10. - Executive Compensation         Item 10.  Executive Compensation

Item 11. - Security Ownership of Certain  Item 11.  Security Ownership of 
           Beneficial Owners and                    Certain Beneficial Owners 
           Management                               and Management

Item 12. - Certain Relationships and      Item 12.  Certain Relationships and
           Related Transactions                     Related Transactions

Item 13. - Exhibits and Reports on        Item 13.  Exhibits, Financial Reports
           Statements and Form 8-K                  on Form 8-K


                                       1
<PAGE>

                                     Part I

Item 1. Business.

                                     General

      Astrex, Inc., a Delaware corporation (the "Company" or "Astrex"), is a
value-added distributor of electronic components used to connect, control,
regulate or store electricity in equipment. The principal products assembled and
sold by Astrex are "connectors." "Connectors" link a wire or group of wires to
another wire or group of wires. Other products sold include relays, switches,
and LED's.

      The Company (including its wholly owned subsidiaries T.F. Cushing, Inc.
and AVest, Inc.) has 52 employees, principally at facilities in Plainview, New
York and West Springfield, Massachusetts and carries in inventory over 25,000
different electronic parts from approximately 20 manufacturers, including
Amphenol Corporation, Hirose Electric (USA), Inc., ITT Cannon, ITW Switches,
Litton Winchester Electronics, Micro Switch (division of Honeywell, Inc.),
Packard Hughes Interconnect, and WPI Salem Division (Wire Pro). While the
Company sells a portion of this inventory without any further value
enhancements, a significant portion of its sales consists of components
assembled to customer specifications. The Company's sales are worldwide with a
concentration in the Northeast and Mid-Atlantic States where the Company serves
more than 3,200 customers representing a broad range of electronics users from
major original equipment manufacturers, to engineering firms and research and
educational institutions. The Company's largest industry markets include the
defense, aerospace, industrial equipment, and computer industries.

      Approximately 82% of the products sold by the Company are connectors. A
connector links electronic components together and generally consists of a
shell, insert, contacts and adaptive hardware. Each of these four parts has many
variations and can be assembled together in almost unlimited combinations.
Connectors range in price, depending on design, complexity, use, and
availability from $0.25 to $2,500 a connector. The Company has traditionally
emphasized the sale of connectors that meet a higher standard of reliability and
performance including those meeting United States military specifications. Most
of the connectors sold by the Company range in price from $5 to $70 each.

      The Company has the capacity to both assemble and test connectors to
customer's specifications, which is a capability that some of its competitors do
not have. The assembly capability also enables the Company to inventory fewer
finished parts and to deliver a wider variety of finished connectors,
substantially enhancing service to its customers. During the fiscal year ending
March 31, 1998 approximately 40% of the Company's sales represented assembled
connectors, approximately 36% of the Company's sales represented connectors not
requiring further assembly by the Company and approximately 6% of the Company's
sales represented unassembled connector parts.

      The other products sold by the Company are devices that control or
regulate the flow of electricity to or within components, including relays and
switches that control current by opening or closing an electric circuit. These
products represented approximately 18% of sales.


                                       2
<PAGE>

      Assembly of military specification connectors, a significant part of the
Company's business, usually requires government approval. The Company has such
approvals as are necessary for the military specification connectors it
assembles and does not perceive any future problems with respect to such
approvals. The nature of the Company's business does not require significant
expenditures for product research and development and the Company's expenditures
in that regard over the past two years have been nominal.

      The Company markets the products of approximately 20 manufacturers. Its
four largest suppliers, Amphenol Corporation, ITT Cannon, ITW Switches and
Packard Hughes Interconnect accounted for approximately 47% of fiscal year
ending March 31, 1998 purchases.

      The Company has satisfactory relations with its suppliers, most of which
have done business with the Company for over 15 years. The Company believes that
most of the products it presently sells are available from other sources at
competitive prices. Most of the products sold by the Company are purchased
pursuant to franchise agreements that are typically cancelable by either party
at any time.

      As of March 31, 1998 the Company's net inventory aggregated approximately
$3,383,000 of which approximately 83% consisted of connectors. While
manufacturers generally do not give distributors, such as the Company, the
absolute right to return unsold inventory, it is the policy of many
manufacturers to protect or partially protect franchised distributors, such as
the Company, against the potential write-down of inventories due to
technological change or manufacturer's price reductions. Similarly, a
manufacturer who elects to terminate a franchise may be required to purchase
from the distributor a substantial, if not the total, amount of its product
carried in inventory. No assurance can be given however, that these industry
practices will continue.

      The Company serves more than 3,200 customers representing a broad spectrum
of electronic users ranging from major original equipment manufacturers to
engineering firms and research and educational institutions. Such customers
include manufacturers in the aerospace, industrial, defense and computer
industries. No single customer accounted for more the 10% of sales.

      Many of the Company's customers require delivery schedules which are
generally not available on direct purchase from manufacturers. The Company
offers its customers the convenience of diverse and extensive local inventories
and rapid deliveries. In addition, because of its expertise in connectors, the
Company can offer its customers technical advice and support, and innovative
solutions to customer problems. The Company believes that its good long-term
relationships with its customers extending, in some cases, over a period of 20
years, give it a strong competitive position throughout the United States, and
especially the Northeast.

      For the fiscal year ended March 31, 1998, 79% of the Company's sales were
in the Northeast and Middle Atlantic States, 18% of sales were to other parts of
the country and 3% of sales were for export.

      Sales are generated by the Company's field sales force which covers
specific geographic territories and customers; by the Company's inside telephone
sales force; by independent sales representatives; and by the use of space
advertising in industry publications. Sales are managed and coordinated by
regional sales managers and by product managers located in the Company's
Plainview, New York or West Springfield, Massachusetts facilities.


                                       3
<PAGE>

                               Recent Developments

      In November 1997 Astrex signed a franchise agreement with Hypertronics
Corporation, a manufacturer of specialized, high reliability connectors, using
patented "Hypertac" contacts. Astrex is the exclusive distributor of these
products East of the Mississippi.

      In June 1998 Astrex signed two additional franchise agreements, one with
Sumitomo Electric, Interconnect Products, Inc. and one with Glenair, Inc.
Sumitomo manufactures heat shrinkable tubing used in the assembly of cable to
connectors. Astrex will be a value-added distributor for Sumitomo using
Sumitomo's state of the art marking and cutting equipment to make customized
heat shrink tubing. Glenair is the world's largest manufacturer of connector
backshells and accessories. Astrex will distibute their full line of products.

                                   Competition

      The Company operates in a highly competitive environment. The sale and
distribution of products sold by the electronics distribution industry is
extremely competitive, particularly with regard to price and product
availability. The Company competes with numerous local, regional, and national
distributors, many of which have greater financial resources and sales than the
Company. To a certain extent, the Company also competes with manufacturers of
electronic parts and components, including some of its suppliers, which are
involved in the direct sales of their products.

                                     Backlog

      At April 1, 1998, the Company's total backlog of confirmed, unfilled
orders was approximately $3,182,000, a slight increase over the April 1, 1997
backlog of $3,176,000. The Company expects almost the entire backlog to be
shipped before the end of fiscal 1999. The backlog at year-end is not
necessarily indicative of sales for any specific subsequent period.

                       Compliance with Environmental Laws

      In the fiscal years ending March 31, 1998 and 1997 the Company expended
less than ten thousand dollars in order to comply with environmental laws with
respect to the Plainview building. The Company has had no other expenditures
with respect to such laws in that time period.

                                    Employees

      As of March 31, 1998 the Company had 52 employees. The Company has senior
operating personnel at both its Plainview, New York and West Springfield,
Massachusetts facilities, some of whom have been with the Company or a
subsidiary for more than 15 years. Management believes that its relations with
its employees are satisfactory.


                                       4
<PAGE>

Item 2. Properties.

      Through its wholly owned subsidiary, AVest, Inc., the Company owns a
22,000 square foot building at 205 Express Street, Plainview, New York. The
Company's principal executive offices occupy approximately 750 square feet of
that building with the balance of the building space constituting office,
warehouse and assembly facilities for the Company. The property is adequately
covered by insurance and there are at present no significant renovation,
improvement or development plans with respect to the facility. The Company's
T.F. Cushing, Inc. subsidiary occupies 3,500 square feet in West Springfield,
Massachusetts at an annual rent of $20,760 under a lease that expires August 31,
2000. In addition the Company presently maintains sales offices in Endwell, New
York (1,500 square feet, $15,000 annual rent, under a lease that expires
12/31/98), Willow Grove, Pennsylvania (1,323 square feet, $19,845 annual rent,
month-to-month occupancy under a lease which expired 12/19/92) and Woburn,
Massachusetts (1,058 square feet, $18,768 annual rent, under a lease that
expires 11/30/99). All of the Company's premises are adequate for the Company's
current and foreseeable requirements. The Company has no present plans to
significantly renovate or improve any of its leased properties.

      During fiscal year 1998 the Company made a long-term investment of $50,000
in a real estate investment partnership (which owns and leases commercial
property) which represents an immaterial amount of the Company's assets. The
Company is not presently or does not plan to engaged in other real estate
activities but reserves the right to engage in any such activities in the future
(generally without stockholder approval).

Item 3. Legal Proceedings.

      As of March 31, 1998 and the date hereof there was no litigation pending
against or on behalf of the Company or its properties.

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

                                      NONE

                                     Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

      The Company's common stock ("Astrex Common Stock") trades on the
over-the-counter market under the symbol "ASXI". The following table sets forth
the high and low closing bids for Astrex 


                                       5
<PAGE>

Common Stock. These over-the-counter market quotations reflect inter-dealer
prices without retail mark-up, mark-down or commission, are approximate and may
not necessarily represent actual transactions.

-------------------------------------------------------------------------------
         Calendar Year                                       
         & Quarter                High Closing Bid           Low Closing Bid
-------------------------------------------------------------------------------
1996    Second Quarter                  5/16                        1/4
-------------------------------------------------------------------------------
        Third Quarter                    1/4                        1/4
-------------------------------------------------------------------------------
        Fourth Quarter                   1/4                        1/4
-------------------------------------------------------------------------------
1997    First Quarter                   9/32                        1/4
-------------------------------------------------------------------------------
        Second Quarter                  9/32                        1/4
-------------------------------------------------------------------------------
        Third Quarter                  11/32                       7/32
-------------------------------------------------------------------------------
        Fourth Quarter                   3/8                       9/32
-------------------------------------------------------------------------------
1998    First Quarter                   5/16                       5/16
-------------------------------------------------------------------------------
                                                      
      For purposes of the disclosure of the aggregate market value of the voting
stock held by non-affiliates as set forth on page 1 of this Report, the Company
has used the price of 37.5 cents per share, which is the average of the reported
closing bid and ask prices on June 15, 1998.

      No dividends have been paid on common stock since April 1978 and the
Company does not anticipate paying dividends with respect to common stock in the
foreseeable future.

      In the fiscal year ended March 31, 1997, 17 employees purchased a total of
150,000 unregistered shares at the price of 31 cents per share directly from the
Company.

      As of June 16, 1998 there were 4,459,277 shares of the Company's common
stock outstanding and held by 368 holders of record.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operation.

      Results of Operations

      Fiscal year 1998 saw a 5% improvement in net income over fiscal year 1997.
The improvement in income was, as detailed below, principally the result of
lower interest expense and SG&A expenses.

      Net sales for the fiscal year ended March 31, 1998 were approximately
$14.3 million, down from $14.4 million for the fiscal year ended March 31, 1997.
The $121,000, 0.8% decrease in sales for fiscal 1998 versus fiscal 1997 was due
in significant part to the lower booking rates experienced during August 1997
through November 1997. Sales to commercial and industrial accounts were up 3%
for fiscal 1998 versus 1997. Sales to military accounts decreased 5% for the
same periods. The increase in sales from 


                                       6
<PAGE>

commercial and industrial accounts was aided by stong sales from our T.F.
Cushing subsidiary largely resulting from a single order. Military sales
decreased as a result of a softer market.

      At April 1, 1998, the Company's total backlog of confirmed, unfilled
orders was approximately $3,182,000 a slight increase over the April 1, 1997
backlog of $3,176,000.

      Due to price pressure in all connector markets, the Company's gross
margins fell to 23.3% in fiscal 1998 from 24.8% in fiscal 1997. Pricing
pressures, which began approximately five years ago, were caused by larger
distributers increasing their market share in a relatively weak connector
market. The Company responded to these pressures with reduced prices.

      Selling, general and administrative expenses decreased approximately
$163,000, or 5.3%, for the fiscal year ended March 31, 1998, to $2,888,645 down
from $3,051,710 for the fiscal year ended March 31, 1997. This decrease was
achieved by tighter budget procedures in regards to all expenses. Commission
expense decreased significantly as a result of the Company's compensation
restructuring which reduced the percentage of commission earned on sales.
Travel, advertising, office supplies and telephone expenses also decreased as a
result of the Company's efforts to reduce spending.

      Interest expense decreased to $103,225 in fiscal 1998 from $181,622 in
fiscal 1997. This was due to decreases in both average loan balances and average
interest rates for the two periods. The latter decrease was a result of a
restructuring of the Company's principal lending agreement in the early part of
fiscal 1997, which provided a reduction in the Company's effective borrowing
rate of approximately 2.5%.

      Liquidity and Capital Resources

      The Company generated $415,000 in cash from its operating activities. The
Company used this cash primarily for the repurchase of its common stock, and for
a long-term real estate investment (through its subsidiary AVest, Inc.). In
fiscal year 1998, there was an increase in accounts payable as a result
inventory purchases made in the last 2 months of the year. In fiscal year 1997,
prompt payment resulting from the availability of vendor discounts resulted in a
significant decrease in accounts payable. This decrease was funded by the
decrease in inventory purchases as a result of tighter controls and monitoring
of inventory. At March 31, 1998, the Company had working capital of $3,582,000
and its stockholders' equity was $3,126,000. The Company believes that its
present working capital, cash generated from operations and amounts available
under the new loan agreement will be sufficient to meet its cash needs during
the next year. The Company's principal credit facility is a line of credit
("Line") based on its inventory and receivables and secured by substantially all
of the Company's assets including a negative pledge of its Plainview
office/warehouse facility. On March 31, 1998 and May 31, 1998 the Company owed
approximately $1,200,000 on the Line. On July 9, 1997, the Company voluntarily
changed its secured lender in order to obtain a more favorable interest rate.
The terms of the new secured lending arrangement (expiring in July 1999) are
substantially the same as the previous arrangement except that (i) the lender is
a commercial bank, and (ii) the interest rate is appreciably lower. The
Company's relationship with its secured lender is satisfactory and the Company
believes that the lending arrangement will be adequate for the foreseeable
future.

      In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share." Statement 128 establishes new standards
for computing and presenting earnings 


                                       7
<PAGE>

per share. It replaces the presentation of primary EPS with a presentation of
basic EPS, which excludes the effects of dilution, and diluted EPS. The adoption
of Statement 128 in fiscal 1998 did not have a significant impact on the
Company's earnings per share calculations.

Item 7. Financial Statements and Supplementary Data.

      Pages F-1 et. seq. of this Form 10-KSB are by this reference incorporated
herein.

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

                                 NOT APPLICABLE

                                    Part III

Item 9. Directors and Executive Officers of the Company; Compliance with Section
        16(a) of the Exchange Act.

      The following table sets forth for current officers and directors, (i)
that person's name, (ii) if applicable the Director Class elected to, (iii) all
positions with the Company held by that person, (iv) that person's age, (v) that
person's principal occupation for the past five years and (vi) with respect to
directors the date on which that person first became a director of the Company.
Unless otherwise indicated, each person has held the position shown, or has been
associated with the named employer in an executive capacity, for more than five
years. The terms of the current directors expire upon the election and
qualification of their successors at the Annual Meeting. The terms of officers
expire at the pleasure of the Board of Directors.

Name, Age, Cal. Year First
Became a Director or Officer
& Director Class if applicable.      Principal Occupation for past five years
-------------------------------      ----------------------------------------

Howard Amster                     Private investor and registered representative
Director                          with Everen Securities, Inc., Cleveland,
50 - since 1992 - Class III       Ohio. Director, Geauga Savings Bank, a
                                  northern Ohio savings and loan; and Trustee,
                                  CleveTrust Realty Investors, a real estate
                                  company.


                                       8
<PAGE>

John C. Loring                    Attorney and private investor, Chicago,
Director and Chairman             Illinois. Mr. Loring is a director of Geauga
53 - since 1988 - Class III       Savings Bank, a northern Ohio savings and
                                  loan, and was formerly Vice Chairman and a
                                  director of GalVest, Inc., a Houston oil and
                                  gas company, Weatherford International, a
                                  Houston well servicing company, Fleet
                                  Aerospace, Inc., a Toronto manufacturer of
                                  components for the aerospace market, and
                                  Guardian Bankcorp., Inc., a former Los Angeles
                                  Bank.

Michael McGuire                   Mr. McGuire joined the Company in 1969. Prior
Director, CEO and President       to becoming CEO and President he was the
44 - since 1991 - Class I         Company's General Manager and Director of
                                  Operations.

Irene S. Lyons                    Prior to joining the Company in 1993, Ms.
CFO, Executive Vice               Lyons, a Certified Public Accountant, was
President, Treasurer and          employed with KPMG Peat Marwick as a Senior
Secretary                         Accountant.
30 - since 1993

Mark Schindler                    Mr. Schindler is a self-employed consultant,
Director                          private investor, and Secretary, Treasurer and
76 - since 1960 - Class II        director of Madison Venture Capital II, Inc.,
                                  New York, New York. Mr. Schindler was formerly
                                  a director and officer of Natural Child Care,
                                  Inc./Winners All International, Ltd., Light
                                  Savers U.S.A., Inc. which became Hospitality
                                  Worldwide Services, Inc., Servtex
                                  International Inc. which became Hymedix, Inc.
                                  Mr. Schindler founded Astrex, Inc.

David S. Zlatin                   Chief Operating Officer of Ramat Securities,
Director                          Ltd., Rabbi and private investor.
46 - since 1993 - Class II

Nancy Shields                     Ms. Shields joined the Company in 1990. Prior
Executive Vice President          to becoming Vice President she was the
41 - since 1995                   Corporate Product Manager and has worked in
                                  the electronics distribution industry since
                                  1977.

Wayne Miller                      Mr. Miller joined the Company in 1996 as the
Executive Vice President          Director of New Business Development. Prior
44 - since 1997                   to 1996, Mr. Miller has held various
                                  management positions within the electronics
                                  industry. He has worked in the electronics
                                  distribution industry since 1975.


                                       9
<PAGE>

Robert McGuire                    Mr. McGuire joined the Company in 1981. Prior
Executive Vice President          to becoming Vice President he held the
48 - since 1997                   position of Warehouse Manager and has worked
                                  in the distribution industry since 1976.

      In addition John Loring is Chairman and Secretary of the Company's wholly
owned subsidiary AVest, and David Zlatin is President and Treasurer of AVest.
They are also AVest's two directors. The officers and directors of T.F. Cushing
are the same as for the Company.

      Two of the newly elected Executive Vice Presidents of the Company, Robert
McGuire and Wayne Miller, have each belatedly filed one SEC Form 3. The Company
is not aware of any other persons who failed to file on a timely basis any
reports relating to the Company required by Section 16(a) of the Securities
Exchange Act during the fiscal year that ended March 31, 1998.

Item 10. Executive Compensation.

      The following table shows information concerning the compensation paid or
awarded by the Company and its subsidiaries for services to its Chief Executive
Officer and Vice President of Sales during fiscal years ending March 31, 1998,
1997 and 1996. Other then Mr. McGuire and Mr. Miller there were no executive
officers of the Company whose compensation was or exceeded $100,000. The Company
(i) has no retirement, pension, profit sharing, stock option, stock appreciation
rights or long term incentive plans for the years in question, (ii) has not
awarded any bonuses during or for the years in question, except as set forth in
the table below, and to one other executive officer, and (iii) has no employment
contracts or termination of employment and change of control arrangements for
any of the Company's executive officers.

      In the first quarter of fiscal year 1997, the Company awarded 135,000
unregistered shares of the Company's common stock to 19 employees (including Mr.
McGuire who received 15,000 shares), none of whom received more than 15,000
shares. To the extent an employee ceases to be employed by the Company prior to
March 31, 2000 (other than on account of death) the shares awarded to said
employee are forfeited to the Company. It is not expected that any dividends
will be paid on these shares for the foreseeable future.


                                       10
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                           Long Term Compensation
Name and                                                  Annual Compensation                      Awards
Principal Position                 Fiscal Year       Salary ($)          Bonus ($)       Restricted Stock Awards ($)
------------------                 -----------       ----------          ---------       ---------------------------
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>                  <C>                           
Michael McGuire                       1998           $161,000             $57,360                     --
--------------------------------------------------------------------------------------------------------------------
CEO & President                       1997           $161,000             $57,360                 $4,650(1)
--------------------------------------------------------------------------------------------------------------------
                                      1996           $150,000             $51,500                     --
--------------------------------------------------------------------------------------------------------------------
                                   
--------------------------------------------------------------------------------------------------------------------
Wayne Miller                          1998           $101,506                  --                     --
--------------------------------------------------------------------------------------------------------------------
Executive Vice President of Sales     1997           $ 99,156                  --                 $4,650(1)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) 15,000 shares were given as compensation in fiscal year 1997 with a fair
market value of 31 cents per share. At March 31, 1998 the fair market value was
31 cents per share.

      The Board of Directors held four meetings during fiscal year ending March
31, 1998. Each of the directors of the Company attended each of those meetings.
Other than the Executive Committee there were no active standing committees of
the Board of Directors during that fiscal year. During that fiscal year the
board of directors meeting fees for directors who are not full time employees of
the Company were $750. Pursuant to this arrangement each of the directors, other
than Mr. McGuire, received $3,000. In addition, during the fiscal year ending
March 31, 1998 (i) Mr. Loring for services as Chairman of the Board and the
Executive committee received $25,000 and $29,500 respectively, (ii) Mr. Amster
for his services on the Executive Committee received $29,500. For the fiscal
year ending March 31, 1997 (i) Mr. Loring for services as Chairman of the Board
and the Executive committee received $25,000 and $27,000 respectively, (ii) Mr.
Amster for his services on the Executive Committee received $27,000.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

      The following table sets forth the number and percentage of shares of the
Company's Common Stock beneficially owned as of June 15, 1998 by persons who are
known by the Company to be the beneficial owners of more than 5% of the
Company's outstanding Common Stock as of that date, and the directors of the
Company and its chief executive officer, and all officers and directors of the
Company as a group. For purposes of this Report, beneficial ownership is defined
in accordance with Rule 13d-3 of the Securities and Exchange Commission (the
"Commission") to mean generally the power to vote or dispose of shares,
regardless of any economic interest therein. The persons listed have sole voting
power and sole dispositive power with respect to all shares set forth in the
table unless otherwise specified in the footnotes to the table.


                                       11
<PAGE>

Beneficial Holders Of More Than 5%

--------------------------------------------------------------------------------
Name and Address of Beneficial Owners        Shares Held       Percentage(1)
--------------------------------------------------------------------------------
Howard Amster(2)                              1,209,311           27.12%
205 Express Street                                            
Plainview, New York 11803                                     
--------------------------------------------------------------------------------
William Costaras                                336,184            7.54%
22674 Halburton Road                                          
Beachwood, Ohio 44122                                         
--------------------------------------------------------------------------------
FMR, Corp.(3)                                   565,723           12.69%
82 Devonshire Street                                              
Boston, Massachusetts 02109                                   
--------------------------------------------------------------------------------
Herzog, Heine, Geduld, Inc.                     605,741           13.58%
26 Broadway                                                   
New York, New York 10004                                      
--------------------------------------------------------------------------------
John C. Loring(4)                               980,263           21.98%
205 Express Street                                            
Plainview, New York 11803                                     
--------------------------------------------------------------------------------
Michael McGuire(5)                              242,975            5.45%
205 Express Street                                            
Plainview, New York 11803                                     
--------------------------------------------------------------------------------

Officer and Director Holdings

--------------------------------------------------------------------------------
Name and Address of Beneficial Owners        Shares Held       Percentage(1)
--------------------------------------------------------------------------------
Howard Amster(2)                              1,209,311           27.12%
--------------------------------------------------------------------------------
John C. Loring(4)                               980,263           21.98%
--------------------------------------------------------------------------------
Michael McGuire(5)                              242,975            5.45%
--------------------------------------------------------------------------------
Mark Schindler                                    1,449                *
--------------------------------------------------------------------------------
David S. Zlatin                                  10,262                *
--------------------------------------------------------------------------------
Wayne Miller                                     44,000                *
--------------------------------------------------------------------------------
All Other Officers                              100,058            2.24%
--------------------------------------------------------------------------------
All Officers and  Directors as a group        2,588,318           58.04%
(9 persons)                                                  
--------------------------------------------------------------------------------

*     Less than 1%.
(1)   Based on 4,459,277 shares outstanding.
(2)   Includes 73,886 shares owned by his spouse, the beneficial ownership of
      which he disclaims.
(3)   565,723 shares are beneficially owned by Fidelity Equity Income Fund, its
      wholly owned subsidiary.
(4)   Includes 77,170 shares owned by his spouse's IRA, the beneficial ownership
      of which he disclaims.
(5)   Includes 90,537 shares owned by his spouse's IRA, the beneficial ownership
      of which he disclaims.


                                       12
<PAGE>

Item 12. Certain Relationships and Related Transactions.

      "On or about December 17, 1997, the Company purchased 913,586 shares of
its Common Stock from Libra-Wilshire Partnership, L.P., a California limited
partnership ("Libra"), at $.29 per share (or a total purchase price of
$264,940), which purchase was initiated by Libra. These shares represented all
of the shares of the Common Stock of the Company held by Libra and constituted
approximately 17% of the outstanding shares of the Company at the time of the
purchase."

                                     PART IV

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)(1) Financial Statements                                            Page No.
                                                                       --------

        Report of KPMG Peat Marwick LLP, Certified Public Accountants    F-1

        Consolidated Balance Sheet as of March 31, 1998                  F-2

        Consolidated Statements of Operations for the years ended
        March 31, 1998 and 1997                                          F-3

        Consolidated Statements of Shareholders' Equity for the 
        years ended March 31, 1998 and 1997                              F-4

        Consolidated Statements of Cash Flows for the years ended
        March 31, 1998 and 1997                                          F-5

        Notes to Consolidated Financial Statements                       F-6


                                       13
<PAGE>

(a)(3) Exhibits

      The exhibits listed on the accompanying Exhibit Index are filed as part of
this report.

                                                        Previously Filed and
                                                      Incorporated by reference 
Exhibit  Description                                      or Filed Herewith
-------  -----------                                  -------------------------

3 (a)    Certificate of Incorporation of Astrex,      Filed as Exhibit 3(a) to
         Inc., as amended (a Delaware corporation)    the Form 10-QSB of the
                                                      Company for the quarter
                                                      ended September 30, 1997

3 (b)    By-Laws of Astrex, Inc., as amended          Filed as Exhibit 3(b) to
                                                      the Form 10-QSB of the
                                                      Company for the quarter
                                                      ended September 30, 1996

10(a)    Credit and Security Agreement (Revolver)     Filed as Exhibit 10(a) to
         between Astrex, Inc. and Fleet National      the Form 10-QSB of the   
         Bank dated July 9, 1997                      Company for the quarter  
                                                      ended September 30, 1997 

10(b)    Appendix A to Credit and Security            Filed as Exhibit 10(b) to
         Agreement (Revolver) between Astrex,         the Form 10-QSB of the   
         Inc. and Fleet National Bank dated July      Company for the quarter  
         9, 1997                                      ended September 30, 1997 

10(c)    Pledge Agreement between Astrex, Inc.        Filed as Exhibit 10(c) to
         and Fleet National Bank dated July 9,        the Form 10-QSB of the   
         1997                                         Company for the quarter  
                                                      ended September 30, 1997 

10(d)    Revolving Credit Promissory Note between     Filed as Exhibit 10(d) to
         Astrex, Inc. and Fleet National Bank         the Form 10-QSB of the   
         dated July 9, 1997                           Company for the quarter  
                                                      ended September 30, 1997 

10(e)    Guaranty Agreement between AVest, Inc.       Filed as Exhibit 10(e) to
         and Fleet National Bank dated July 9,        the Form 10-QSB of the   
         1997                                         Company for the quarter  
                                                      ended September 30, 1997 

10(f)    Guaranty Agreement between T.F. Cushing,     Filed as Exhibit 10(f) to
         Inc. and Fleet National Bank dated July      the Form 10-QSB of the   
         9, 1997                                      Company for the quarter  
                                                      ended September 30, 1997 

27       Financial Data Schedule                      Filed herewith           

(b) No Current Reports on Form 8-K were filed by the Company during the last
quarter of the period covered by this Report.


                                       14
<PAGE>

                          Independent Auditors' Report

The Board of Directors and Shareholders
Astrex, Inc.:

We have audited the accompanying consolidated balance sheet of Astrex, Inc. and
subsidiaries as of March 31, 1998 and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the years in the
two-year period ended March 31, 1998. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Astrex, Inc. and
subsidiaries as of March 31, 1998 and the results of their operations and their
cash flows for each of the years in the two-year period ended March 31, 1998, in
conformity with generally accepted accounting principles.


                                             KPMG PEAT MARWICK LLP

Jericho, New York
May 15, 1998


                                       F-1
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheet

                                 March 31, 1998

                                     Assets

Current assets:
   Cash                                                              $    2,000
   Accounts receivable (net of allowance for doubtful
      accounts of $79,000)                                            1,501,755
   Inventory                                                          3,382,863
   Prepaid expenses and other current assets                             61,827
                                                                     ----------
            Total current assets                                      4,948,445

Fixed assets, net                                                       772,272
Other long-term assets                                                   50,000
                                                                     ----------
                                                                     $5,770,717
                                                                     ==========

                      Liabilities and Shareholders' Equity

Current liabilities:
   Accounts payable                                                     984,675
   Accrued liabilities                                                  334,209
   Current portion of capital lease obligation                           47,851
                                                                     ----------

            Total current liabilities                                 1,366,735
                                                                     ----------
Capital lease obligation                                                 77,634
Loans payable, long-term                                              1,200,000
                                                                     ----------
            Total liabilities                                         2,644,369
                                                                     ----------
Commitments

Shareholders' equity:
   Preferred stock, Series A - par value $5 per share; authorized,
      200,000 shares; issued, none                                           --
   Preferred stock, Series B - par value $.01 per share; authorized,
      10,000,000 shares; issued, none                                        --
   Common stock - par value $.01 per share; authorized, 15,000,000
      shares; issued and outstanding 5,372,863 shares                    53,729
   Additional paid-in capital                                         3,620,359
   Accumulated deficit                                                 (268,528)
                                                                     ----------
                                                                      3,405,560

            Less treasury stock, at cost (913,586 shares)              (264,940)

            Less deferred compensation                                  (14,272)
                                                                     ----------
            Total shareholders' equity                                3,126,348
                                                                     ----------
                                                                     $5,770,717
                                                                     ==========

          See accompanying notes to consolidated financial statements.


                                       F-2
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations

                       Years ended March 31, 1998 and 1997

                                                          1998          1997
                                                          ----          ----

Net sales                                             $14,263,651    14,384,930
Cost of sales                                          10,938,301    10,813,922
                                                      -----------   -----------
           Gross profit                                 3,325,350     3,571,008

Selling, general and administrative expenses            2,888,645     3,051,710
                                                      -----------   -----------
           Income from operations                         436,705       519,298

Interest expense                                         (103,225)     (181,622)
Other income, net                                              46           346
                                                      -----------   -----------
           Income before provision
                 for income taxes                         333,526       338,022

Provision for income taxes                                 11,525        31,474
                                                      -----------   -----------
           Net income                                 $   322,001       306,548
                                                      ===========   ===========
Net income per share:
   Basic                                              $       .07           .06
                                                      ===========   ===========
   Diluted                                            $       .06           .06
                                                      ===========   ===========
Weighted average number of shares outstanding:
   Basic                                                4,965,036     5,219,404
                                                      ===========   ===========
   Diluted                                              5,099,269     5,344,788
                                                      ===========   ===========

          See accompanying notes to consolidated financial statements.


                                       F-3
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

                 Consolidated Statements of Shareholders' Equity

                       Years ended March 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                   Common stock             
                                             par value $.01 per share  Additional    Accu-               Deferred
                                             ------------------------   paid-in     mulated   Treasury    compen-
                                                Shares      Amount      capital     deficit    stock      sation      Total
                                                ------      ------      -------     -------    -----      ------      -----
<S>                                            <C>         <C>         <C>         <C>        <C>        <C>        <C>      
Balance, March 31, 1996                        5,090,363   $ 50,904    3,547,931   (897,077)        --        --    2,701,758

Shares granted to employees                      135,000      1,350       27,945         --         --   (29,295)          --

Amortization of deferred compensation                 --         --           --         --         --     7,161        7,161

Shares sold to employees                         150,000      1,500       45,000         --         --        --       46,500

Net income                                            --         --           --    306,548         --        --      306,548
                                              ----------   --------   ----------   --------   --------   -------   ----------
Balance, March 31, 1997                        5,375,363     53,754    3,620,876   (590,529)        --   (22,134)   3,061,967

Treasury stock acquisition                      (913,586)        --           --         --   (264,940)       --     (264,940)

Amortization of deferred compensation                 --         --           --         --         --     7,320        7,320

Shares forfeited under deferred compensation
     arrangement                                  (2,500)       (25)        (517)        --         --       542           --

Net income                                            --         --           --    322,001         --        --      322,001
                                              ----------   --------   ----------   --------   --------   -------   ----------
Balance, March 31, 1998                        4,459,277   $ 53,729    3,620,359   (268,528)  (264,940)  (14,272)   3,126,348
                                              ==========   ========   ==========   ========   ========   =======   ==========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       F-4
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                       Years ended March 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                    1998         1997
                                                                    ----         ----
<S>                                                              <C>            <C>    
Cash flows from operating activities:
   Net income                                                    $ 322,001      306,548
   Adjustments to reconcile net income to net cash provided by
      operating activities:
        Depreciation and amortization                               99,174       64,364
        Stock compensation                                           7,320        7,161
        Changes in assets and liabilities:
          Decrease in accounts receivable, net                      82,477      180,219
          (Increase) decrease in inventory                         (69,640)     620,851
          Decrease (increase) in prepaid expenses and other
              current assets                                         5,646      (46,231)
          Increase (decrease) in accounts payable                  116,835     (781,729)
          (Decrease) increase in accrued liabilities              (148,344)     196,172
                                                                 ---------    ---------

                 Net cash provided by operating activities         415,469      547,355
                                                                 ---------    ---------

Cash flows from investing activities:
   Capital expenditures                                            (30,877)     (49,452)
   Long-term investment                                            (50,000)          --
                                                                 ---------    ---------
                 Net cash used in investing activities             (80,877)     (49,452)
                                                                 ---------    ---------
Cash flows from financing activities:
   Repayments of loan payable                                      (26,133)    (555,931)
   Proceeds from issuance of common stock                               --       46,500
   Principal payments under capital lease obligations              (43,519)      11,452
   Purchase of treasury stock                                     (264,940)          --
                                                                 ---------    ---------
                 Net cash used in financing activities            (334,592)    (497,979)
                                                                 ---------    ---------
Net (decrease) increase in cash                                         --          (76)

Cash, beginning of year                                              2,000        2,076
                                                                 ---------    ---------
Cash, end of year                                                $   2,000        2,000
                                                                 =========    =========
Supplemental disclosures of cash flow information

Cash paid during the year for:
   Interest                                                      $  95,431      185,265
                                                                 =========    =========
   Income taxes                                                  $  32,657       40,188
                                                                 =========    =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       F-5
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             March 31, 1998 and 1997

(1)   Description of Business and Related Matters

      Astrex, Inc. and subsidiaries (the Company) sell and distribute electronic
      parts and components. Approximately 82% of the Company's sales consist of
      connectors that connect a wire or group of wires to another wire or group
      of wires. The other products sold by the Company, which comprise the
      remaining 18% of sales, are devices that control or regulate the flow of
      electricity to or within components. The Company's largest markets include
      the defense, aerospace, industrial and computer industries, which sales
      are worldwide with a concentration in the Northeast and Mid-Atlantic
      states.

      Most of the Company's customers are located in the Northeast and Mid
      Atlantic states. No single customer accounted for more than ten percent of
      the Company's sales in 1998 and 1997, and no account receivable from any
      customer amounted to more than 5 percent of the Company's total
      stockholders' equity at March 31, 1998.

      The Company markets the products of approximately 20 manufacturers. Its
      four largest suppliers accounted for approximately 47% of fiscal year
      ending March 31, 1998 purchases.

(2)   Summary of Significant Accounting Policies

      Principles of Consolidation

      The consolidated financial statements include the accounts of the Company
      and its subsidiaries, all of which are wholly-owned. All significant
      intercompany accounts and transactions have been eliminated.

      Fair Value of Financial Instruments

      The carrying value of all financial instruments approximate fair value.

      Use of Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosures of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reporting periods. Actual amounts are not expected to differ
      materially from those estimates.

      Revenue Recognition

      Sales revenue is recognized upon shipment of products. Right of return is
      for damaged product only.

      Inventory

      Inventory, consisting principally of finished goods, is stated at the
      lower of cost (first-in, first-out) or market.


                                       F-6
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

                                                                     (Continued)

(2),  Continued

      Long-Lived Assets

      The Company implemented the provisions of Statement of Financial
      Accounting Standards No.121, "Accounting for the Impairment of Long-Lived
      Assets and for Long-Lived Assets to be Disposed Of", effective April 1,
      1996. The Company reviews its long-lived assets (property, plant and
      equipment) for impairment whenever events or circumstances indicate that
      the carrying amount of an asset may not be recoverable. If the sum of the
      expected cash flows, undiscounted and without interest, is less than the
      carrying amount of the asset, an impairment loss is recognized as the
      amount by which the carrying amount of the asset exceeds its fair value.
      The adoption of Statement No.121 had no impact on the Company's financial
      position or results of operations.

      Depreciation of fixed assets is computed by the straight-line method at
      rates adequate to allocate the cost over their expected useful lives.
      Equipment held under capital leases are amortized on the straight-line
      method over the shorter of the lease term or estimated useful life of the
      asset.

      Income Taxes

      Income taxes are accounted for under the asset and liability method.
      Deferred tax assets and liabilities are recognized for the future tax
      consequences attributable to differences between the financial statement
      carrying amounts of existing assets and liabilities and their respective
      tax bases. Deferred tax assets and liabilities are measured using enacted
      tax rates expected to apply to taxable income in the years in which those
      temporary differences are expected to be recovered or settled. The effect
      on deferred tax assets and liabilities of a change in tax rates is
      recognized in income in the period that includes the enactment date.

      Net Income Per Share

      Net income per share is based on net income for each year divided by the
      weighted average number of shares outstanding during each year.

      In February 1997, the Financial Accounting Standards Board issued
      Statement No.128, "Earnings Per Share". Statement 128 establishes new
      standards for comparing and presenting earnings per share (EPS). It
      replaces the presentation of primary EPS with a presentation of basic EPS,
      which excludes the effect of dilution, and diluted EPS. The adoption of
      Statement 128 in fiscal 1998 did not have a significant impact on the
      Company's EPS calculation.

      Cash Flows

      During fiscal 1997, the Company's non-cash financing activities included
      capital lease obligations of $189,925 incurred when the Company entered
      into lease agreements for new equipment.


                                       F-7
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(3)   Fixed Assets

      Fixed assets consist of the following:

                                                         Estimated
                                                        useful life
                                                        -----------
      Land                                $  128,836        --
      Building and improvements              570,282     30 years
      Equipment, furniture and fixtures      421,746   5 to 10 years
                                          ----------
                                           1,120,864

      Less accumulated depreciation          348,592
                                          ----------
                                          $  772,272
                                          ==========

(4)   Loans Payable

      Prior to July 9, 1997 the Company's principal loan agreement provided for
      a line of credit equal to 85% of its eligible accounts receivable and 25%
      of its eligible net inventory but not more than $2,500,000 with interest
      payable monthly at the rate of 2% above the lender's prime rate (prime
      rate at March 31, 1997 was 8.25% per annum). That loan agreement was with
      a non-bank lender specializing in secured lending and was secured by
      substantially all of the Company's assets including a mortgage on the
      Company's 205 Express Street property.

      On July 9, 1997 the Company entered into a new secured lending agreement
      with a commercial bank to refinance its then existing facility described
      above, and provide for future working capital needs. This new facility,
      which has a term ending in July 1999, provides for substantially the same
      terms as the previous facility except that the 205 Express Street property
      is subject to a negative pledge rather than a mortgage and, at the
      Company's option, provides for short term fixed rate borrowing for fixed
      amounts at LIBOR plus 2% or daily borrowing at the bank's prime rate or a
      mixture of the two (7.69% at March 31, 1998). Debt outstanding at March
      31, 1998, amounting to $1,200,000 has been classified according to the
      repayment terms of the new credit facility which is due in July 1999.

      The new facility contains various restrictive covenants, among which are
      the maintenance of various financial ratios and tests, and restrictions on
      the payment of dividends. The Company was in compliance with all covenants
      at March 31, 1998.

(5)   Income Taxes

      The provision for income tax expense for the years ended March 31, 1998
      and 1997 consists principally of state and local income taxes. Federal
      income tax expense in 1998 and 1997 has been offset by the utilization of
      net operating loss carryforwards available to the Company.


                                       F-8
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(5),  Continued

      Total income tax expense for fiscal 1998 and 1997 differed from the
      amounts computed by applying the United States Federal income tax rate of
      34% to income before income taxes as a result of the following:

                                                          1998       1997
                                                          ----       ----

      Computed "expected" tax expense                  $ 113,500    115,000
      State income taxes                                  11,525     31,474
      Utilization of net operating loss carryforwards   (113,500)  (115,000)
                                                       ---------   --------

                                                       $  11,525     31,474
                                                       =========   ========

      The tax effects of temporary differences that give rise to significant
      portions of the deferred tax assets and deferred tax liabilities at March
      31, 1998 are presented below:

      Deferred tax assets:
         Net operating loss carryforward              $2,040,000
         Inventory reserve and cost capitalization       751,000
         Bad debts                                        32,000
                                                      ----------
               Total gross deferred tax assets         2,823,000
                                                     
      Less valuation allowance                         2,769,000
                                                      ----------
                                                          54,000
      Deferred tax liabilities:                      
         Depreciation                                     54,000
                                                      ----------
                                                      $       --
                                                      ==========
                                                   
      Primarily due to competitive pricing pressures in the Company's industry
      and their potential impact on operating results, the Company does not
      believe that it is more likely than not that it will utilize its deferred
      tax assets. As a result, the Company established a valuation allowance
      against its deferred tax assets at March 31, 1998. The amount of deferred
      tax assets and corresponding valuation allowance decreased by $118,000
      during the year ending March 31, 1998.

      At March 31, 1998, the Company has a net operating loss carryforward
      available for federal income tax purposes of approximately $6,000,000,
      expiring by 2010. Pursuant to Section 382 of the Internal Revenue Code of
      1986, as amended and Section 383 of the Code, utilization of net operating
      loss carryforwards will be limited in future years due to a prior year
      change in ownership of the Company.

(6)   Employee 401(k) Plan

      The Company established an employee 401(k) plan (the Plan) in fiscal 1996.
      The Plan is a defined contribution plan which is administered by the
      Company. All regular, full-time employees are eligible for voluntary
      participation upon completing one year of service and having attained the
      age of twenty-one. The plan provides for growth in savings through
      contributions and income from investments. It is subject to the provisions


                                       F-9
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(6),  Continued

      of the Employee Retirement Income Security Act of 1974 (ERISA), as
      amended. Plan participants are allowed to contribute a specified
      percentage of their base salary. The Company retains the right to make
      optional contributions for any plan year. The Company contributed $22,355
      to the Plan for fiscal 1998 and $23,000 for fiscal 1997.

(7)   Shareholders' Equity

      In April 1996, the Company awarded 135,000 unregistered lettered shares of
      the Company's common stock to 19 employees, none of whom received more
      than 15,000 shares. The employees must remain in the employ of the Company
      until April 2000 or the shares received are forfeited. The shares, which
      are included as outstanding at March 31, 1998, are excluded from the basic
      earnings per share, and included in the diluted earnings per share. The
      fair value of the shares granted of $29,295 is being amortized to selling,
      general and administrative expenses ($7,320 and $7,161 in fiscal 1998 and
      1997, respectively) over the four year vesting period. In fiscal 1998,
      under the agreement, 2,500 shares were forfeited.

      Also, in the first quarter of 1997, the Company determined to make
      available for purchase by all interested employees, up to a total of
      150,000 unregistered shares of the Company's common stock at thirty-one
      cents a share, a price substantially reflective of the then trading price
      for registered shares. Pursuant thereto, 17 employees purchased a total of
      150,000 unregistered shares in the fiscal year ended March 31, 1997.

      In December, 1997, the Company purchased 913,586 shares of its common
      stock for $264,940 from one of its principal shareholders. Such shares are
      being held as treasury shares.

      The Company has elected not to implement the provisions of SFAS No. 123
      "Accounting for Stock Based Compensation", but has elected to continue
      following the provisions of APB No. 25 "Accounting for Stock Issued to
      Employees" for stock awarded to employees or stock made available for
      employee purchase. The effect on net income or net income per share of not
      implementing the provisions of FASB No. 123 is insignificant.

(8)   Capital Leases

      The Company finances the purchase of certain computer and telephone
      equipment through capital leases. At March 31, 1998 and 1997, equipment,
      furniture and fixtures include $122,255 and $169,672, respectively, of net
      assets recorded under capital leases. The Company's minimum future
      obligations under these capital leases are as follows:

               Fiscal 1999                         $  57,579
               Fiscal 2000                            51,209
               Fiscal 2001                            32,724
                                                   ---------
               Total minimum lease payments          141,512
               Less amount representing interest      16,027
                                                   ---------
               Present value of net minimum lease
                  payments (including current
                  portion of $47,851)              $ 125,485
                                                   ---------


                                      F-10
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(9)   Commitments

      The Company leases certain premises and equipment under operating leases.
      As of March 31, 1998, the Company has noncancellable lease commitments as
      follows:

                     Years ended March 31,:
                        1999                  $ 61,500
                        2000                    40,700
                        2001                    12,200

      Rent expense (for leased property and equipment) included in selling,
      general and administrative expenses for the years ended March 31, 1998 and
      1997 was $89,330 and $71,027, respectively.

      As part of the Company's Franchise agreements with Hypertronics
      Corporation, signed in November 1997 and Sumitomo Electric, signed in June
      1998, the Company agreed to pre-purchase a total of $84,000 in inventory.


                                      F-11
<PAGE>

                                   Signatures

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

                                  ASTREX, INC.
                                  (Registrant)

                             by /s/ Michael McGuire
                                -------------------
                           Michael McGuire, Director,
                      President and Chief Executive Officer
                          (principal executive officer)

Dated: January 20, 1999
       ----------------

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.


/s/ John C. Loring                        /s/  Michael McGuire
-------------------------------------     -------------------------------------
John C. Loring, Chairman of the Board     Michael McGuire, Director,
             and Director                 President and Chief Executive Officer
                                          (principal executive officer)


Dated: January 20, 1999                   Dated: January 20, 1999
       ----------------                          ----------------


/s/ Howard Amster                         /s/ Lori A. Sarnataro      
-------------------------------------     -------------------------------------
Howard Amster, Director                   Lori A. Sarnataro, CFO
                                          (principal financial and accounting 
                                          officer)

Dated: January 20, 1999                   Dated: January 20, 1999
       ----------------                          ----------------


/s/ David S. Zlatin                       s/ Mark Schindler      
-------------------------------------     -------------------------------------
David S. Zlatin, Director                 Mark Schindler, Director

Dated: January 20, 1999                   Dated: January 20, 1999
       ----------------                          ----------------