<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

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

                    For the fiscal year ended MARCH 31, 1997


                          Commission file number 1-4530


                                  ASTREX, INC.

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

                    DELAWARE                          13-1930803
            (State of incorporation)        (I.R.S. Employer Identification No.)


                  205 EXPRESS STREET, PLAINVIEW, NEW YORK 11803
               (Address of principal executive offices) (Zip Code)

                                 516 - 433-1700
              (Registrant'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.  $14,384,930.


State the  aggregate  market  value of the voting  stock 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. $767,541 AS OF JUNE 30, 1997 (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.  5,375,363 SHARES OF COMMON STOCK AS
OF JUNE 30, 1997.


<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 Securityholders                    vote of Securityholders

Item 5. - Market for Common Equity         Item 5.   Market for Registrants's 
          And Related Stockholder                    Common Equity and Related 
          Matters                                    Stockholder 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 
          With Accountants on Accounting             Disagreements with 
          And Financial Disclosure                   Accountants on 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 
          Form 8-K                                  Statements and Reports on 
                                                    Form 8-K



<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 53 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 (U.S.A.), 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 such as IBM Corporation, Lockheed Martin,
Raymond Corporation,  and Raytheon Company to engineering firms and research and
educational  institutions.  The Company's  largest  industry markets include the
defense, aerospace, industrial equipment, and computer industries.

         The Company's  principal  credit  facility is a line of credit ("Line")
measured by its inventory and  receivables and secured by  substantially  all of
the Company's  assets including a negative pledge of (i.e. that the Company will
not mortgage to any other person) its Plainview  office/warehouse  facility.  On
March 31, 1997 the Company owed approximately  $1,226,000 on the Line, and as of
June 30, 1997  approximately  $891,000  was  outstanding.  On July 9, 1997,  the
Company  changed  its  secured  lender.  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 new and
previous secured lenders is and was satisfactory.  The change in secured lenders
was  voluntarily  made by the Company in order to obtain a lower  interest rate.
The Company  believes that the new secured lending  arrangement will be adequate
for the foreseeable future.

         Approximately 84% 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  which 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.

                                       2

<PAGE>


         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, 1997  approximately 42% 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 which control current by opening or closing an electric circuit.  These
products represented approximately 16% of sales.

         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  41% of fiscal year
ending March 31, 1997 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,  1997  the  Company's   net   inventory   aggregated
approximately  $3,313,000 of which  approximately  85% 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,  such as IBM Corporation,  Lockheed Martin,  Raymond Corporation and
Raytheon Company. 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

                                       3


<PAGE>

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, 1997,  75% of the Company's  sales were
in the Northeast and Middle Atlantic States, 22% of sales were to other parts of
the country and 3% of sales were for export.

     Sales are  generated  by the  Company's  outside  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.


                                   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, 1997, the Company's total backlog of confirmed, unfilled orders
was approximately  $3,176,000, an increase of 11% over the April 1, 1996 backlog
of  $2,859,000.  The  Company  expects  almost all of the  backlog to be shipped
before the end of fiscal  1998.  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, 1997 and 1996 the Company  expended
less than one 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, 1997 the Company had 53  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.  Prior to July 1997,  the 205
Express Street property was mortgaged to secure the Company's  principal  credit
facility.  In July 1997, the Company  entered into a new credit  facility with a
new lender,  and in conjunction  therewith,  the 205 Express Street property was
made subject to a negative  pledge,  i.e.  that the  property  would not be made
subject to any  mortgage or lien,  except  under  certain  circumstances  to the
lender. The Company's T.F. Cushing,  Inc.  subsidiary occupies 3,500 square feet
in West  Springfield,  Massachusetts  at an annual rent of $19,560 under a lease
that expires August 31, 1997. 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  12/31/97),  Willow Grove,  Pennsylvania  (1,323 square feet,
$18,052  annual  rent,  month-to-month  occupancy  under a lease  which  expired
12/19/92) and Woburn,  Massachusetts  (1,058 square feet,  $17,933  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.


Item 3.  LEGAL PROCEEDINGS.

     As of March 31, 1997 and the date hereof there was no  litigation  believed
to be material 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  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.

                                       5


<PAGE>



 -----------------------------------------------------------------------------
           CALENDAR YEAR
            & QUARTER              HIGH CLOSING BID        LOW CLOSING BID
 ----------------------------- ----------------------- -----------------------
 ----------------------------- ----------------------- -----------------------
 1995    Third Quarter                    3/8                    3/32
 ----------------------------- ----------------------- -----------------------
 ----------------------------- ----------------------- -----------------------
             Fourth Quarter              5/16                     1/4
 ----------------------------- ----------------------- -----------------------
 ----------------------------- ----------------------- -----------------------
 1996    First Quarter                   5/16                     1/4
 ----------------------------- ----------------------- -----------------------
 ----------------------------- ----------------------- -----------------------
             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
 ----------------------------- ----------------------- -----------------------


     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 28.65  cents  per  share,  which is the  average  of the
reported closing bid and ask prices on June 30, 1997.

     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 March 1996, the Company determined to make available for purchase by all
interested employees, on a pro rata basis, 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.

     As of June 30, 1997 there were  5,375,363  shares of the  Company's  common
stock outstanding and held by 374 holders of record.



Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                    
         CONDITION AND RESULTS OF OPERATION.

         RESULTS OF OPERATIONS

     Fiscal year 1997 saw a 51% improvement in net income over fiscal year 1996.
The  improvement  in income was, as detailed  below,  principally  the result of
higher sales and lower interest expense.

     Fiscal year 1997 saw a 6.4%  improvement in sales. Net sales for the fiscal
year  ended  March 31,  1997 were  approximately  $14.4  million,  up from $13.5
million for the fiscal year ended March 31, 1996. The $867,000, 6.4% increase in
sales for fiscal 1997  versus  fiscal  1996 was due in  significant  part to the
Company's  improved  marketing  efforts  and  continued  strong  commercial  and
industrial  markets.  Sales to commercial and industrial accounts were up 9% for
fiscal 1997 versus 1996.  Sales to military  accounts  increased 5% for the same
periods.

                                       6

<PAGE>

     At April 1, 1997, the Company's total backlog of confirmed, unfilled orders
was  approximately  $3.2  million,  an  increase  of 11% over the  April 1, 1996
backlog of $2.9 million.

     Despite price  pressure in all connector  markets,  the Company was able to
maintain stable gross profit margins (before inventory write-downs of $66,000 in
fiscal 1996). Margins went to 24.82% in fiscal 1997 from 24.78% in fiscal 1996.

     Selling,   general  and  administrative  expenses  increased  approximately
$218,000,  or 7.7%,  for the fiscal year ended March 31, 1997,  to $3,051,710 up
from  $2,833,240  for the fiscal year ended  March 31,  1996.  This  increase is
primarily due to the increase in salaries, commissions and other costs needed to
generate and support the higher sales volume.

     Interest  expense  decreased  to $181,622  in fiscal 1997 from  $230,702 in
fiscal 1996. 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 0.25 percentage  point reduction in the Company's
effective borrowing rate.


     LIQUIDITY AND CAPITAL RESOURCES

     The Company generated $547,000 in cash from its operating  activities,  and
$47,000 in proceeds from the issuance of  restricted  common stock to employees.
The Company used this cash primarily to partially  paydown the outstanding  loan
payable balance and for capital expenditures. At March 31, 1997, the Company had
working capital of $3,573,000 and its stockholders'  equity was $3,062,000.  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")  measured by its inventory and receivables
and secured by  substantially  all of the Company's  assets including a negative
pledge  of (i.e.  that the  Company  will not  otherwise  mortgage  to any other
person) its Plainview  office/warehouse  facility. On March 31, 1997 the Company
owed approximately $1,226,000 on the Line, and as of June 30, 1997 approximately
$891,000  was  outstanding.  On July 9, 1997,  the  Company  changed its secured
lender. 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 new and previous secured lenders is and was
satisfactory.  The change in secured lenders was voluntarily made by the Company
in order to obtain a lower  interest  rate.  The Company  believes  that the new
secured 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 per share.  It replaces the  presentation  of
primary EPS with a  presentation  of basic EPS,  which  excludes  the effects of
dilution,  and diluted  EPS.  Management  does not expect  that the  adoption of
Statement  128 in fiscal 1998 will have a  significant  impact on the  Company's
earnings per share calculations.

     The Company  entered into a capital  lease for a new computer  hardware and
software system for  approximately  $160,000.  The lease is effective January 1,
1997 and will be repaid  over a term of 4 years.  The Company has no other plans
for major comittments for capital expenditures.

                                       7
<PAGE>


     For a discussion of the Company's credit  facilities see 
ITEM 1. BUSINESS - GENERAL.


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, Ohio.
49 - since 1992 - Class III      Director,  Geauga Savings Bank, a northern Ohio
                                 savings and loan;  Trustee,  CleveTrust Realty 
                                 Investors,  a real estate company, and formerly
                                 a director of American Savings of Florida, a 
                                 formersouth Florida savings and loan.

 

<PAGE>

                                      8

John C. Loring                   Attorney and private investor,Chicago,Illinois.
Director and Chairman            Mr. Loring  is a director of Geauga Savings 
52 - since 1988 - Class III      Bank, a northern Ohio savings and loan, and was
                                 formerly a director of GalVest, Inc., a Houston
                                 oil and gas company, Weatherford International,
                                 a Houston well servicing company, American 
                                 Savings of Florida, a former south Florida 
                                 savings and loan, 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 
43 - since 1991 - Class I        Company's General Manager and Director of
                                 Operations.

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

Mark Schindler                   Mr. Schindler is a self-employed consultant,  
Director                         private  investor, and a partner of Madison  
75 - since 1960 - Class II       Venture Capital Partners,  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., Servtex International  Inc. and Kushi  
                                 Macrobiotics,  Inc. Mr. Schindler  founded
                                 Astrex, Inc.

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

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

Kenneth Chaplar                  Mr. Chaplar joined the Company in 1994 as the  
Vice President                   Director of New Business Development.  Prior to
59 - since 1995                  1994  Mr.  Chaplar  was part owner of  
                                 a manufacturers representative firm and has  
                                 worked  in the electronics industry since 1960.

     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.

     The  Company  is not aware of any  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, 1997.

                                       9


<PAGE>

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 during fiscal years ending March 31, 1997, 1996 and 1995. Other then Mr.
McGuire 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  lettered  shares of the  Company's  common  stock to 19  employees
(including Mr. McGuire),  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.

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                           --------------------------

                                                               ANNUAL COMPENSATION
                                                               -------------------
NAME AND PRINCIPAL POSITION         FISCAL YEAR                SALARY        BONUS
---------------------------         -----------                ------        -----
<S>                                   <C>                     <C>          <C>    
Michael McGuire                       1997                    $161,000     $57,360
CEO & President                       1996                    $150,000     $51,500
since November 1991                   1995                    $150,000        -

</TABLE>

     The Board of Directors  held four meetings  during fiscal year ending March
31, 1997. 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,  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.  For the fiscal
year ending March 31, 1996 (i) Mr.  Loring for services as Chairman of the Board
received 200,000 shares of unregistered and restricted Common Stock and $25,000,
and (ii) Mr. Amster  received  200,000  shares of  unregistered  and  restricted
Common Stock. The stock  compensation  received by Messr.  Loring and Amster was
subject to the right of the Company to  repurchase  said shares for one cent per
share if the director who  received  said shares  ceases to be a director of the
Company  prior to January 1, 1997 other than because of his death or  disability
or the  dissolution of the Company.  In fiscal 1996, the charge to earnings as a
consequence of Messr. Amster and Loring's stock compensation was $12,000.

                                       10

<PAGE>

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 30, 1997 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.


<TABLE>
<CAPTION>

      BENEFICIAL HOLDERS OF MORE THAN 5%
       -------------------------------------------------------- ----------------------- -------------------
        NAME AND ADDRESS  OF  BENEFICIAL OWNERS                            SHARES HELD         PERCENTAGE1
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       <S>                                                                   <C>                    <C>   
       Howard Amster2                                                        1,209,311              22.50%
       205 Express Street
       Plainview, New York  11803
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       William Costaras                                                        336,184               6.25%
       22674 Halburton Road
       Beachwood, Ohio 44122
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       FMR, Corp.                                                              565,723              10.52%
       82 Devonshire Street
       Boston, Massachusetts  02109
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       Herzog, Heine, Geduld, Inc.                                             590,723              10.99%
       26 Broadway
       New York, New York 10004
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       Libra-Wilshire Partners, LP                                             923,586              17.18%
       11766 Wilshire Boulevard
       Los Angles, California  90025
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       John C. Loring3                                                         980,263              18.24%
       205 Express Street
       Plainview, New York  11803
       -------------------------------------------------------- ----------------------- -------------------
</TABLE>
<TABLE>
<CAPTION>

     OFFICER AND DIRECTOR HOLDINGS
       -------------------------------------------------------- ----------------------- -------------------
         NAME AND ADDRESS  OF  BENEFICIAL OWNERS                           SHARES HELD         PERCENTAGE1
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------
       <S>                                                                   <C>                    <C>   

       Howard Amster2                                                        1,209,311              22.50%
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       John C. Loring3                                                         980,263              18.24%
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       Michael McGuire4                                                        217,975               4.06%
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

                                       11
<PAGE>

       Mark Schindler                                                            1,449                   *
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       David S. Zlatin                                                          10,262                   *
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       All Other Officers                                                       87,058               1.62%
       -------------------------------------------------------- ----------------------- -------------------
       -------------------------------------------------------- ----------------------- -------------------

       All Officers and Directors as a group (8 persons)                     2,506,318              46.63%
       -------------------------------------------------------- ----------------------- -------------------
</TABLE>

       *    Less than 1%.
        1   Based on 5,375,363 shares outstanding.
        2   Includes 73,886 shares owned by his spouse, the beneficial ownership
            of which he disclaims.
        3   Includes 77,170 shares owned by his spouse's IRA, the beneficial 
            ownership of which he disclaims
        4   Includes 90,537 shares owned by his spouse's IRA, the beneficial 
            ownership of which he disclaims.



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         See "ITEM 1.   BUSINESS - GENERAL"



                                     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, 1997                                                 F-2


            Consolidated Statements of Operations for the 
            years ended March 31, 1997 and 1996                            F-3


            Consolidated Statements of Shareholders' Equity                F-4
            for the years ended March 31, 1997 and 1996


            Consolidated Statements of Cash Flows  for the 
            years ended March 31, 1997 and 1996                            F-5


            Notes to Consolidated Financial Statements                     F-6

   


<PAGE>

                                       12
(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. (a Delaware corporation)              the Form 10-K of the 
                                                       Company for year ended 
                                                       March 31, 1993

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


4 (a)       Astrex, Inc. Certificate of                Filed as Exhibit 4 (a) to
            Designations, Preferences                  the Form 10-KSB of the
            and Rights of Preferred Stock -            Company  for year ended 
            Two and a Half Cent Non-Cumulative         March 31, 1994
            Series B Preferred Stock


10 (a)      Amendment between Astrex,  Inc.            Filed as Exhibit 10 (b to
            and Congress Financial  Corporation        the Form 10-K of the  
            dated March 31, 1992                       Company for year ended 
                                                       March 31, 1992


10 (b)      Second Amendment between Astrex, Inc.      Filed as Exhibit 10 (c)to
            and Congress Financial  Corporation        the  Form  10-KSB of  the
            dated June 30, 1994                        Company for year ended 
                                                       March 31, 1994


10 (c)      Pledge and Security Agreement             Filed as Exhibit 10 (d) to
            between  Astrex,   Inc.  and              the  Form  10-KSB  of  the
            Congress Financial Corporation            Company for year ended 
            dated June 30, 1994                       March 31, 1994

10 (d)      Second Amendment to Mortgage              Filed as Exhibit 10 (e) to
            between Astrex,  Inc. and                 the Form 10-KSB of  the
            Congress Financial Corporation            Company for year ended 
            dated June 30, 1994                       March 31, 1994


10 (e)      Mortgage,  Security  Agreement,           Filed as Exhibit 10 (f) to
            Financing  Statement  and                 Form 10-KSB of the Company
            Assignment of Leases and Rents            for the year ended 
            between AVest, Inc. and Congress          March 31, 1994
            Financial Corporation dated 
            June 30, 1994 


10 (f)      Limited Recourse  Guarantee               Filed as Exhibit 10 (g) to
            between AVest, Inc. and Congress          the Form  10-KSB  of  the
            Financial Corporation dated               Company for year ended 
            June 30, 1994                             March  31, 1994

10 (g)      Landlord/Mortgagee  Waiver  between       Filed as Exhibit 10 (h) to
            AVest,  Inc. and Congress                 the Form 10-KSB of  the
            Financial Corporation dated               Company  for year ended 
            June 30, 1994                             March 31, 1994


                                       13
<PAGE>


10 (h)      Subordination Agreement between           Filed as Exhibit 10 (i) to
            AVest, Inc. and Congress                  the Form 10-KSB of  the
            Financial Corporation dated               Company  for year ended 
            June 30, 1994                             March 31, 1994

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, 1997 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, 1997. 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, 1997 and the results of their  operations and their
cash flows for each of the years in the two-year period ended March 31, 1997, in
conformity with generally accepted accounting principles.



                                                 /s/ KPMG PEAT MARWICK LLP
                                                     KPMG PEAT MARWICK LLP


Jericho, New York
July 9, 1997

                                       15
<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheet

                                 March 31, 1997



                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                                                <C>             
Current assets:
     Cash                                                                                          $          2,000
     Accounts receivable (net of allowance for doubtful
        accounts of $87,000)                                                                              1,584,232
     Inventory                                                                                            3,313,223
     Prepaid expenses and other current assets                                                               67,473
                                                                                                   ----------------

                                 Total current assets                                                     4,966,928

Fixed assets, net                                                                                           840,569
                                                                                                   ----------------

                                                                                                   $      5,807,497
                                                                                                   ================

                                                 LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                                              $        867,840
     Accrued liabilities                                                                                    482,553
     Current portion of capital lease obligation                                                             43,519
                                                                                                   ----------------

                                 Total current liabilities                                                1,393,912
                                                                                                   ----------------

Capital lease obligation                                                                                    125,485
Loans payable, long-term                                                                                  1,226,133
                                                                                                   ----------------

                                 Total liabilities                                                        2,745,530
                                                                                                   ----------------
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,
        7,500,000 shares; issued, none                                                                            -
     Common stock - par value $.01 per share; authorized, 15,000,000 shares;
        5,375,363 issued and outstanding                                                                     53,754
     Additional paid-in capital                                                                           3,620,876
     Accumulated deficit                                                                                   (590,529)
                                                                                                   ----------------
                                                                                                          3,084,101

                                 Less deferred compensation                                                (22,134)
                                                                                                   ----------------

                                 Total shareholders' equity                                               3,061,967
                                                                                                   ----------------

                                                                                                   $      5,807,497
                                                                                                   ================
</TABLE>


See accompanying notes to consolidated financial statements.

                                       16

<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations

                       Years ended March 31, 1997 and 1996



<TABLE>
<CAPTION>

                                                                              1997             1996
                                                                              ----             ----
<S>                                                                  <C>                       <C>       
     Net sales                                                       $       14,384,930        13,518,149
     Cost of sales                                                           10,813,922        10,233,692
                                                                     ------------------     -------------

                    Gross profit                                              3,571,008         3,284,457

     Selling, general and administrative expenses                             3,051,710         2,833,240
                                                                     ------------------     -------------

                    Income from operations                                      519,298           451,217

     Interest expense                                                          (181,622)         (230,702)
     Other income, net                                                              346               254
                                                                     ------------------     -------------

                    Income before provision
                          for income taxes                                      338,022           220,769

     Provision for income taxes                                                  31,474            17,895
                                                                     ------------------     -------------

                    Net income                                       $          306,548           202,874
                                                                     ==================     =============

                    Net income per share                             $              .06               .04
                                                                     ==================     =============

     Weighted average number of shares outstanding                            5,344,788         4,957,030
                                                                     ==================     =============

</TABLE>

     See accompanying notes to consolidated financial statements.

                                       17


<PAGE>

                          ASTREX, INC. AND SUBSIDIARIES

                 Consolidated Statements of Shareholders' Equity

                       Years ended March 31, 1997 and 1996
<TABLE>
<CAPTION>


                                             Common stock             Additional         Accu-         Deferred
                                       par value $.01 per share         paid-in         mulated         compen-
                                       ------------------------
                                       Shares            Amount         capital         deficit         sation          Total
                                       ------            ------         -------         -------         ------          -----

<S>                                   <C>           <C>                 <C>            <C>             <C>            <C>      
Balance, March 31, 1995                 4,690,363    $     46,904        3,539,931      (1,099,951)           -        2,486,884

Shares granted to directors               400,000           4,000            8,000               -            -           12,000

Net income                                      -               -                -         202,874            -          202,874
                                     ------------       ---------     ------------   -------------   ----------     ------------

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

</TABLE>

See accompanying notes to consolidated financial statements.


                                       18



<PAGE>


                          ASTREX, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                       Years ended March 31, 1997 and 1996
<TABLE>
<CAPTION>

                                                                                            1997           1996
                                                                                            ----           ----

<S>                                                                                  <C>                    <C>
Cash flows from operating activities:
     Net income                                                                      $      306,548         202,874
     Adjustments to reconcile net income to net cash provided by
        (used in) operating activities:
           Depreciation and amortization                                                     64,364          57,251
           Stock compensation                                                                 7,161          12,000
           Changes in assets and liabilities:
               Decrease (increase) in accounts receivable, net                              180,219        (330,127)
               Decrease (increase) in inventory                                             620,851        (149,055)
               (Increase) decrease in prepaid expenses and other
                   current assets                                                           (46,231)         62,848
               (Decrease) increase in accounts payable                                     (781,729)         30,552
               Increase (decrease) in accrued liabilities                                   196,172         (74,161)
                                                                                      -------------      -----------

                         Net cash provided by (used in)
                               operating activities                                         547,355        (187,818)
                                                                                      -------------      -----------

Cash flows from investing activities:
     Capital expenditures                                                                   (49,452)        (31,018)
                                                                                      -------------      -----------

                         Net cash used in investing activities                              (49,452)        (31,018)
                                                                                       -------------     -----------

Cash flows from financing activities:
     (Repayments) proceeds of short-term funding                                           (555,931)        217,675
     Proceeds from issuance of common stock                                                  46,500               -
     Principal payments under capital lease obligations                                      11,452               -
                                                                                        -----------     -----------

                         Net cash (used in) provided by
                               financing activities                                        (497,979)        217,675
                                                                                      -------------      -----------

Net (decrease) increase in cash                                                                 (76)         (1,161)

Cash, beginning of year                                                                       2,076           3,237
                                                                                      -------------      -----------

Cash, end of year                                                                    $        2,000           2,076
                                                                                     ==============      ===========

Supplemental disclosures of cash flow information

Cash paid during the year for:
     Interest            $                                                                  185,265         230,702
                                                                                     ==============      ===========

     Income taxes                                                                    $       40,188          27,933
                                                                                     ==============      ===========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       19

<PAGE>


                          ASTREX, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                             March 31, 1997 and 1996



(1)    DESCRIPTION OF BUSINESS AND RELATED MATTERS

       Astrex,   Inc.  and  subsidiaries   (the  Company)  sell  and  distribute
       electronic parts and components. Approximately 84% 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 16% 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 1997 and 1996, and no account  receivable from
       any  customer  amounted  to more than 5 percent  of the  Company's  total
       stockholders' equity at March 31, 1997.

       The Company markets the products of approximately 20  manufacturers.  Its
       four largest  suppliers  accounted for  approximately  41% of fiscal year
       ending March 31, 1997 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.

       INVENTORY

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


                                                                     (Continued)

                                       20
<PAGE>



(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.  Management
       does not expect that the  adoption of  Statement  128 in fiscal 1998 will
       have a significant impact on the Company's EPS calculation.

       CASH FLOWS

       The Company considers temporary cash investments with maturities of three
       months or less at the time of  purchase  to be cash  equivalents.  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.



                                                                     (Continued)
                                       21

<PAGE>



(3)    FIXED ASSETS

       Fixed assets consist of the following:
<TABLE>
<CAPTION>

                                                                       Estimated
                                                                      useful life
                                                                      -----------

<S>                                              <C>                        <C>
     Land                                        $       128,836           -
     Building and improvements                           562,099       30 years
     Equipment, furniture and fixtures                   399,052     5 to 10 years
                                                 ---------------
                                                       1,089,987

     Less accumulated depreciation                       249,418
                                                 ---------------

                                                 $       840,569
                                                 ===============
</TABLE>


(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 (that
       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. Debt outstanding at March 31, 1997 has been
       classified  according to the repayment  terms of the new credit  facility
       which is due in July 1999.

(5)    INCOME TAXES

       The  provision  for income tax expense for the years ended March 31, 1997
       and 1996 consists  principally  of state and local income taxes.  Federal
       income tax expense in 1997 and 1996 has been offset by the utilization of
       net operating loss carryforwards available to the Company.







                                                                     (Continued)
                                       22

<PAGE>



(5), CONTINUED

       Total  income tax  expense  for fiscal  1997 and 1996  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:
<TABLE>
<CAPTION>

                                                                           1997             1996
                                                                           ----             ----

<S>                                                                  <C>                   <C>   
         Computed "expected" tax expense                             $      115,000        75,000
         State income taxes                                                  31,474        17,895
         Utilization of net operating loss carryforwards                   (115,000)      (75,000)
                                                                     ---------------    ----------

                                                                     $       31,474        17,895
                                                                     ==============     ==========
</TABLE>

       The tax effects of temporary  differences  that give rise to  significant
       portions of the deferred tax assets and deferred tax liabilities at March
       31, 1997 are presented below:
<TABLE>
<CAPTION>
<S>                                                         <C>            
     Deferred tax assets:
         Net operating loss carryforward                    $     2,074,000
         Inventory reserve and cost capitalization                  833,000
         Bad debts                                                   34,000
                                                            ---------------
                  Total gross deferred tax assets                 2,941,000

     Less valuation allowance                                     2,887,000
                                                            ---------------
                                                                     54,000
     Deferred tax liabilities:
         Depreciation                                                54,000
                                                            ---------------

                                                            $             -
                                                            ============== 
</TABLE>


       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, 1997. The amount of deferred
       tax assets and corresponding  valuation  allowance  decreased by $114,000
       during the year ending March 31, 1997.

       At March 31,  1997,  the Company has a net  operating  loss  carryforward
       available for federal  income tax purposes of  approximately  $6,100,000,
       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 
                                                                     (Continued)
                                       23

<PAGE>



(6), CONTINUED

       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 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  $23,000 to the Plan for fiscal 1997 and
       $15,000 for fiscal 1996.

(7)    SHAREHOLDERS' EQUITY

       In April 1996, the Company awarded 135,000  unregistered  lettered shares
       of the CompanyOs 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 to receive  the  shares.  The fair value of the
       shares  granted of $29,295 is being  amortized  to  selling,  general and
       administrative  expenses  ($7,161  in  fiscal  1997)  over the four  year
       vesting period.

       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.

       On August 1, 1995, the Company granted 400,000 shares of its common stock
       to two  directors.  The fair  value of the  shares  granted of $12,000 is
       included in selling,  general and  administrative  expenses  for the year
       ended March 31, 1996.

(8)    CAPITAL LEASES

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

<S>                                                      <C>          
        Fiscal 1998                                      $      57,579
        Fiscal 1999                                             57,579
        Fiscal 2000                                             51,209
        Fiscal 2001                                             32,724
                                                             ---------

        Total minimum lease payments                           199,091

        Less amount representing interest                       30,087

        Present value of net minimum lease
           payments (including current portion
           of $43,519)                                   $     169,004
                                                             =========
</TABLE>


                                                                     (Continued)
                                       24

<PAGE>



(9)    COMMITMENTS

       The Company leases certain premises and equipment under operating leases.
       As of March 31, 1997, the Company has noncancellable lease commitments as
       follows:
<TABLE>
<CAPTION>

            Years ended March 31,:
<S>                                         <C>         
                1998                        $     46,600
                1999                              26,700
                2000                              15,900
</TABLE>


       Rent expense (for leased  property  and  equipment)  included in selling,
       general and  administrative  expenses  for the years ended March 31, 1997
       and 1996 was $71,027 and $67,749, respectively.

                                       25



<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:  July 11, 1997
        -------------


     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/ Irene S. Marcic
    --------------                                  ---------------
    John C. Loring,                                 Irene S. Marcic,
    Chairman of the Board                           CFO, Vice President,
    and Director                                    Treasurer and Secretary
                                                     (principal financial 
                                                     and accounting officer)
Dated:  July 11, 1997
        -------------
                                                Dated:  July 11, 1997
                                                        -------------


/s/ Howard Amster                               /s/ Mark Schindler
    -------------                                   --------------
    Howard Amster, Director                         Mark Schindler, Director

Dated:  July 11, 1997                           Dated:  July 11, 1997
        -------------                                   -------------



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

Dated:  July 11, 1997
        -------------



                                       26