SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-K

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

                   For the Fiscal Year Ended April 30, 1996
  
                                  0-16039
                          (Commission File Number)

                       JETBORNE INTERNATIONAL, INC.
         (Exact name of Registrant as specified in its charter)

      Delaware                                          59-2768257
(State or other jurisdiction of                       (IRS Employer 
incorporation or organization)                         Identification No.)

                        8361 Northwest 64th Street
                          Miami, Florida  33166
               (Address of Principal Executive Offices)

                            (305) 591-2999
                     (Registrant's Telephone Number)

                       4010 Northwest 36th Avenue
                          Miami, Florida 33142
            (Former Name, Former Address and former Fiscal Year,
                      if changed since last report)

     Securities registered pursuant to Section 12(b) of the Act
    None                                                  None     
(Title of Each Class)                         (Name of Each Exchange
                                              on which Registered)

     Securities registered pursuant to Section 12(g) of the Act
Common Stock,                                                 None 
par value $.10 per share                         (Name of Each Exchange
(Title of Each Class)                             on which Registered)

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

        YES                NO    X    

Registrant has not been able to file its Annual Report for the year ended 
April 30, 1996 despite a filing due date of July 28, 1996 until the date of 
this filing.  All other periodic reports due during the period of Annual 
Report delinquency have also not been filed.

The Registrant is unable to determine any aggregate market value of the Common 
Stock held by non-affiliates of the Registrant as of April 15, 1998.  The 
Company emerged from voluntary Chapter 11 bankruptcy on September 17, 1993.  
There has been no market for the Registrant's Common Stock since approximately 
the Fourth Quarter of 1991.  See Item 5. herein.

The number of shares of Common Stock, $.10 par value, of the Registration, 
issued and outstanding as of April 15, 1998, was 2,329,858 shares.  An 
additional 1,961 shares are recorded as issued but the Registrant disputes 
those items as issued in error.

<PAGE>

                              PART I

ITEM 1.  BUSINESS

Introduction

     Jetborne International, Inc. (the "Company") was incorporated in the 
State of Delaware on January 30, 1987.  The Company was organized for the 
purpose of capital formation through an initial public offering to develop and 
expand the business of Jetborne, Inc., a Florida corporation incorporated on 
or about April 24, 1980 and generally engaged in the sale of aircraft parts 
and aircraft components.  On February 2, 1987, shortly after the Company's 
inception, the stockholders of Jetborne, Inc. transferred all of its issued 
and outstanding common stock to the Registrant, Jetborne International, Inc., 
in exchange for 3,123,000 shares of the Company's Common Stock.  In addition, 
Jetborne, Inc. transferred all of its ownership interest in its subsidiary 
companies to the Company.  The Company owned no other assets at its inception 
and intended to operate the business of Jetborne, Inc. and its subsidiaries 
with net proceeds to be raised from an initial public offering of its own 
securities.

     On May 20, 1987, the Company sold 1,150,000 shares of its Common Stock 
through a public offering for net proceeds to the Company of approximately 
$3,328,000.  Prior to the public offering, the Company issued 3,150,000 shares 
of Common Stock to five stockholders, including the Company's then management 
and directors, in exchange for stock in its subsidiaries and nominal cash.

     On December 10, 1991, the Company was placed in an involuntary, Chapter 
11 Federal Bankruptcy proceeding, and on December 16, 1991, Jetborne, Inc., 
the Company's only significant remaining subsidiary at the time, filed a 
voluntary petition in the same Bankruptcy Court.  After the Company converted 
the original proceeding from an involuntary to a voluntary bankruptcy, the 
bankruptcy cases were consolidated.  The Company emerged from bankruptcy 
protection on September 17, 1993 by entry of the Bankruptcy Court's order 
confirming its third amended plan of reorganization.  From late 1991 until 
September 17, 1993, the Company operated as Debtor-In-Possession under Chapter 
11 Bankruptcy protection, Case No. 91-16169-BKC-AJC, U.S. Bankruptcy Court 
Southern District of Florida.  See Item 3., "Legal Proceedings" and Item 8., 
"Financial Statements".

     On September 30, 1997, the Registrant effected a reverse split of its 
Common Stock on a one (1) share for ten (10) shares basis with shareholder 

<PAGE>

approval.  Accordingly, at April 15, 1998, there were 2,329,858 (post-reverse
split) shares issued.


Background

     The Company was originally formed for the purpose of consolidating 
operating subsidiaries and undertaking and completing a public offering of its 
securities to finance the subsequent commercial activities of its 
subsidiaries.  The Company was frequently unable to timely file its periodic 
reports under the Securities and Exchange Act of 1934 and has never complied 
with the Proxy and Annual Report requirements of Rule 14 promulgated under The 
Securities Act of 1933.  As a result, the Company's Common Stock was delisted 
from the NASDAQ Market Automated Quotation System on December 4, 1991 and can 
now only be traded, if traded, Over-The-Counter, Bulletin Board.  To the 
Company's knowledge and belief, at December 4, 1997, there are no securities 
dealers making a market in its Common Stock.  

     The Company continues to be engaged in purchasing aircraft parts for 
resale and acts as an intermediary for parts not contained in its inventory.  
In general the Company maintains an inventory of parts for various commercial 
jet aircraft.  Some of the Company's revenues are derived from the Company's 
sale or "brokerage" of aircraft parts - transactions in which the Company 
seeks and purchases parts for cash in response to specific orders from credit 
customers.  The Company deals in an array of airframe and accessory parts, 
including hydraulic, pneumatic, electronic and electrical systems, navigation 
and communication avionics, instrumentation and engines.  It's inventory 
includes parts purchased and then overhauled by contract repair stations for 
resale.  

     Most of the Company's inventory has been acquired in bulk.  On October 1, 
1997, the Company satisfied most of a $2,900,000 inventory payable to a 
subsidiary of RADA Electronic Industries, Ltd. in the amount of $2,700,000 
with the issuance of 1,141,630(post-reverse split) shares of Common Stock of 
the Company representing forty-nine (49%) percent of its ownership interest, 
in order to retain the inventory purchased from a subsidiary of RADA 
Electronic Industries, Ltd. in December, 1996 despite a continuing inability 
to pay the full purchase price in the amount of $2,900,000.  

     The $2,900,000 of aircraft partes inventory purchased in the process is 
located in Canada and Holland and is being held for sale on consignment, by a 
Canadien sales agent, Kaycom, with exclusive rights to sell the inventory in 
Canada, as individual parts or in bulk, at prices as agreed upon between the 

<PAGE>

Company and the sales agent.  The consignment agreement is for a term of two
years from December 10, 1996 and will be extended for one year automatically 
unless a thirty day written notice for either party cancels the agreement.  
The sales agent is responsible for all expenses incurred for shipping the 
inventory from Holland (where it was originally located) to Canada (the 
location of the warehouses of the sales agent) and all costs of insurance, 
storage and subsequent management of the inventory.  The sales agent initially 
deposited with the Company the sum of $25,000 which, together with the 
shipping costs from Holland to Canada, shall be repaid to the sales agent from 
either sales proceeds or directly.  Proceeds of sales to customers located in 
Canada and worldwide sales by the sales agent, are to be divided fifty percent 
(50%) to the sales agent and fifty percent (50%) to the Company; sales made by 
others outside of Canada will be divided ten percent (10%) to the sales agent 
with the balance to the Company.  All packing and shipping costs are to be 
paid by the Company.  

     RADA acquired an additional twenty-six (26%) percent ownership interest 
in the Registrant through purchase from the Company's principal shareholder, 
Bodstray Company Limited with RADA Common Stock.

     Aircraft parts received are inspected, repaired or overhauled, as 
necessary, and recertified to Federal Aviation Administration standards.  
Throughout the receipt-to-resale process the parts and their current status 
are recorded and catalogued in the Company's computerized inventory control 
system.  Resale prices are determined considering the original manufacturer's 
list price, the parts' aftermarket value, the customer's required delivery 
date, the level of availability of the particular part in the aftermarket and 
the specific relationship that the purchasing customer has with the Company.  

     The Company participates in Bcomm International, Inc. which provides a 
comprehensive computerized listing of aircraft parts and material available 
for sale in the marketplace.  The Company also subscribes to the Inventory 
Locator Services, Inc. ("ILS") a computerized aircraft parts availability 
system.

     The Company also occasionally undertakes an exchange transaction in which 
it acquires one or more items specifically for the purpose of exchanging 
specific parts with an airline or other aircraft operator.  In these 
transactions, the Company supplies a replacement part for its customer's 
unusable part which, in turn, is received and repaired at the customer's cost 
by an appropriate repair station.  The repaired part is then included in the 

<PAGE>

Company's general inventory with the overall transaction being supported by an
exchange fee paid to the Company by the exchanging customer.  

     During September, 1997, the Company's Board of Directors adopted a 
resolution confirming and approving management's decision to provide for a 
$1,000,000 write-down of all inventory at that time owned by the Company based 
upon a re-evaluation of all of the inventory.

Competition

     The Company's aircraft parts business competes with other independent 
companies, one or more unaffiliated companies operated by former officers and 
directors of the Company, as well as directly with air fleet operators and 
parts manufacturers.  Customers for aircraft parts have complete access 
through computer-generated inventory catalogues to a broad array of competing 
suppliers, many of which have far greater financial resources; larger and more 
varied inventories and far more elaborate source networks than the Company.  
The Company's effectiveness in this highly competitive market depends upon its 
ability to identify, locate and purchase parts and equipment at favorable 
prices; to assure that the parts and equipment meet stringent industry quality 
standards; to deliver promptly and to price competitively.

     The Company believes that it can compete against larger companies 
offering similar services by emphasizing and focusing on a capacity to rapidly 
deliver reliable parts and services at favorable prices.  See Item 7., 
Management's Discussion and Analysis of Financial Condition and Results of 
Operations.  Many of the Company's competitors however have far greater 
financial and personnel resources and have been operating over a longer period 
of time without the Company's history of prior Bankruptcy protection and 
therefore have competitive advantage over the Company.

Government Regulation

     Most of the Company's aviation activities and materials are subject to 
licensing, certification, and other requirements imposed by the FAA, the U.S. 
Department of Commerce and regulatory agencies in foreign countries.  
Inspection, maintenance and repair procedures for the various types of 
equipment are prescribed by the FAA and can be performed only by certified 
repair facilities ("station"), certified repairmen or, under certain 
conditions, manufacturers.  Normally this is accomplished in the context of 
quarterly and annual inspections.  The Company is not a FAA station but rather 
uses various FAA stations as needed.  The Company believes that it has all 

<PAGE>

otherwise required aviation related licenses and certifications necessary to
the conduct of its current business.  The unanticipated loss of any such 
license or certification would have a material adverse effect on the Company's 
business.

     The operations of the Company are also subject to regulation, other than 
aviation regulation, normally incident generally to business operations, 
including occupational safety and health and environmental disposal 
regulations.  Previous subsidiaries of the Company were allegedly in violation 
of the Metro Dade County Environmental Protection Ordinance and the Florida 
Administrative Code with regard to these areas.  The Company has certain 
potential liabilities for these alleged violations.  Any environmental 
proceedings regarding the operation of those previous subsidiary companies may 
have an adverse liability effect upon the Company, directly and through prior 
agreements as previously reported.  The Company was notified a number of years 
ago by the Dade County Department of Environmental Resource Management 
("DERM") of an alleged environmental violation.  The Company long ago 
submitted a correction plan and remains committed to cleanup at an estimated 
remaining cost of approximately $40,000 if its plan is ultimately accepted by 
DERM.  The Company continues to await, now years later, acceptance of its 
plan.

Employees

     The Company currently (April 15, 1998) employs approximately five (5) 
full-time employees and one (1) part time employee.  The Company's single 
officer devotes only approximately ten (10%) percent of his time to the 
Company's affairs.


ITEM 2.     PROPERTIES 

     Until approximately October 31, 1997, the Company's principal offices 
were located at 4010 N.W. 36th Avenue, Miami, Florida  33142.  The Company had 
been leasing offices and facilities from its former subsidiary, Aircraft 
Modular Products, Inc. ("AMP").  The Company now occupies its new leased 
premises at 8361 N.W. 64th Street, Miami, Florida 33166 pursuant to a lease at 
an annual aggregate rental for the first year of $98,763 plus sales tax.  In 
addition to monthly rental, the lessee is responsible for certain repairs, a 
portion of taxes, insurance and utilities.  In the Company's view, the terms 
of its leasehold are competitive with comparable facilities in the local 
area.  The Company now leases approximately  18,812 square feet, consisting of 

<PAGE>

offices and warehousing. The new lease expires on October 31, 2002. See Item
8. "Financial Statements - Note 16.  The Company intends to share its 
leasehold premises with one or more subsidiaries of its parent, RADA 
Electronic Industries, Ltd.  RADA guaranteed the Company's new lease.    


ITEM 3.     LEGAL PROCEEDINGS

     The Company was a party to the following material legal proceedings in 
this reporting period (fiscal year ended April 30, 1996):


1.   United States of America vs. Jetborne International, Inc., Case No.
     91-199-CR-MARENO, United States District Court for the Southern District
     of Florida.

     This was a previously reported criminal action in which a judgment 
reflecting a concluded settlement agreement was entered against Jetborne, Inc. 
on December 3, 1992.

     During the third week of March, 1994, however the Company was informed by 
the Export Controls Division of the U.S. Department of State that it is 
debarred (prohibited) from certain export activities by applicable federal 
statute as a result of its entry into the settlement agreement.  The Company 
intends to seek reinstatement as an Export Control licensee at some 
undetermined point in the future.  Preparation and subsequent consideration of 
any such petition and application once prepared and filed will require a 
further significant period of time before any determination of reinstatement 
is made.

2.   Department of Environmental Resources Management ("DERM")

     The Company was notified long ago of alleged environmental violations by 
its previous subsidiaries on the Company's premises by Dade County Department 
of Environmental Resources Management ("DERM").  The Company has certain 
potential liabilities for these alleged violation areas.  Any environmental 
proceedings regarding the operation of the Company's previous subsidiaries 
will have an adverse liability effect upon the Company directly and through 
prior agreement in the premises.

     The alleged violations stem from the discharge of waste waters containing 
metals, hydrocarbons, oil and grease to the ground and groundwaters in the 
vicinity of the Company's facilities by prior tenants, including AMP's 
predecessor.  The Dade County Department of Environmental Resources Management 
("DERM") ordered a hook-up into the city sewer system, abandonment of an 
underground storage tank and removal of allegedly contaminated soil and 

<PAGE>

sludge.  Although the owner of the property (then, Allen Blattner, the
Company's former president and former principal shareholder, later, Finstock 
Investments, Ltd., the Company's former principal stockholder, and now, 
following mortgage foreclosure, and subsequent acquisition, AMP) is 
theoretically responsible for the environmental cleanup of pre-existing 
conditions, the Company nevertheless hired and partially paid for 
environmental firms to assist it in remedying the alleged violations.  
Remedial plans were developed and approved by DERM and the sewer hook-up was 
completed.  A certificate of completion of construction was submitted.  A 
remedial plan for clean-up of violations, estimated at a remaining cost of 
approximately $40,000, was also submitted to DERM for approval which is, now 
years later, presumably still pending.  See Item 13., "Certain Relationships 
and Related Transactions".  See Item 1., "Business - Government Regulation".

3.   Jetborne International, Inc. vs. Allen Blattner, et al

     The Company holds a Final Judgment against its former officer and 
director, Allen Blattner in the original principal amount of $4,512,600.  The 
Company also holds a Final Judgment against its former officer and director 
Michael Levkovitz in the original principal amount of $514,212.  As in the 
case of Allen Blattner, the company considers Michael Levkovitz to be 
uncollectable.

4.   Jetborne International, Inc. vs. Deutsche Lufthansa Aktiengesellschaft,
     Case No. 91-16169-BKC-AJC.

     During April, 1992, Lufthansa canceled a consignment agreement due to the 
Company's bankruptcy filing the previous December.  The Company contested the 
termination and in September, 1993, the consignment agreement was renewed by 
an Addendum to the original agreement.  As a condition of the Addendum, 
Jetborne agreed to a payment plan regarding the pre-petition debt, paid 
$20,000 to reduce that debt and placed $10,000 on deposit.  In addition, in 
September, 1993 the Company brought Lufthansa post-petition debt current 
through May, 1993.  The Company then became concerned about non-performance on 
the part of Lufthansa and withheld further payment pending receipt of 
additional consignment inventory as set out in the amended agreement.  
Lufthansa once again notified the Company in November, 1993 that the agreement 
was to be terminated, this time for non-payment.  As a direct consequence of 
that termination Jetborne filed suit against Lufthansa in the Bankruptcy Court 
on three counts: (1) Breach of the Consignment Agreement;  (2) Willful 
violation of the automatic stay; and (3) Breach of the Addendum to the 
Consignment Agreement.  On January 9, 1996, the Company entered into an 
agreement with Lufthansa in settlement of the on-going litigation.  Under the 

<PAGE>

settlement agreement, the consignment agreement and its modifications were
terminated.  The Company agreed to pay a total of $120,000 to Lufthansa 
pursuant to an agreed schedule in exchange for assignment by Lufthansa to the 
Company of a bankruptcy court claim against Jetborne, Inc. in the amount of 
$80,180.  The agreed obligation to Lufthansa was paid in full.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.  The Company has never distributed an annual report to shareholders 
or filed or distributed proxy statement materials in connection with an Annual 
Meeting.  Since completion of its initial public offering, the Company has 
never held an Annual Meeting (through April 15, 1998).


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     (a)(1)(i)  Market Information.  The Company's Common Stock was first 
offered to the public on May 20, 1987, at a price of $3.75 per share.  Trading 
in the Common Stock began on the National Market Quotation System (NASDAQ) 
shortly thereafter.

     On October 4, 1991, however due to the Company's extended record of 
delinquency with regard to periodic filings required under the Securities & 
Exchange Act of 1934 and its continuing failure to comply with the proxy and 
shareholder disclosure requirements of Rule 14 promulgated under the 
Securities Act of 1933, the Company's Common Stock was delisted from quotation 
on the NASDAQ system.  Since delisting, there has been (and now is) no 
established public trading market for the Company's Common Stock.  To the 
Registrant's knowledge and belief, there are no broker/dealers making a market 
in its securities at present (April 15, 1998).

     (a)(1)(iii)  The following table sets forth the range of bid and asked 
prices for the Common Stock on the Over-The-Counter Market for the periods 
indicated, as reported by the National Quotation Bureau, Inc.  The figures 
shown represent inter-dealer quotations without retail mark-up, mark-down or 
commission and may not necessarily represent actual transactions.

<PAGE>

                          COMMON STOCK

<TABLE>
<CAPTION>

Period                              Bid Price        Asked Price
                                 High     Low      High       Low
<S>                              <C>      <C>      <C>       <C>
Fourth Quarter, 1991             $0.19    $0.19    $0.28     $0.28
First Quarter, 1992                 No Market         No Market
Second Quarter, 1992                No Market         No Market
Third Quarter, 1992                 No Market         No Market
Fourth Quarter, 1992                No Market         No Market
First Quarter, 1993                 No Market         No Market
Second Quarter, 1993                No Market         No Market
Third Quarter, 1993                 No Market         No Market
Fourth Quarter, 1993                No Market         No Market
First Quarter, 1994                 No Market         No Market
Second Quarter, 1994                No Market         No Market
Third Quarter, 1994                 No Market         No market
Fourth Quarter, 1994                No Market         No market
First Quarter, 1995                 No Market         No Market
Second Quarter, 1995                No Market         No Market
Third Quarter, 1995                 No Market         No market
Fourth Quarter, 1995                No Market         No market
First Quarter, 1996                 No Market         No market
Second Quarter, 1996                No Market         No Market
Third Quarter, 1996                 No Market         No market
Fourth Quarter, 1996                No Market         No market
First Quarter, 1997                 No Market         No market
Second Quarter, 1997                No Market         No Market
Third Quarter, 1997                 No Market         No Market
Fourth Quarter, 1997                No Market         No Market
First Quarter, 1998                 No Market         No Market

</TABLE>

     (b)     Holders.  As of April 15, 1998, the approximate number of record 
holders of Common Stock of the Registrant was 250.  This number does not 
include individual stockholders whose shares are held in brokerage name.  See 
Item 8., "Financial Statements".

     (c)     Dividends.  Registrant has paid no dividends since inception and 
does not now anticipate payment of dividends at any time in the future.  See 
Item 7., Management's Discussion and Analysis of Financial Condition and 
Results of Operations.


<PAGE>


ITEM 6.     SELECTED FINANCIAL DATA

     Set forth below is the historical selected financial data with respect to 
the Company for the years ended April 30, 1992 through 1996.


Summary Income Statement:

<TABLE>
<CAPTION>
                         As of           As of           As of          As of          As of  
                        04/30/96       04/30/95        04/30/94       04/30/93       04/30/92
                                                          (2)
<S>                  <C>              <C>             <C>            <C>            <C>
Net Sales             $1,533,366       $1,125,279      $1,755,763     $  798,008     $1,109,431  
Net Income(Loss)     ($  225,456)     ($  701,034)     $  530,691    ($  164,154)   ($  953,799) 
Operating(Loss)      ($  282,994)     ($  812,652)    ($  192,703)   ($  583,550)   ($1,167,573)              
Profit(Loss) per
  Common Share    
  from continuing
  operations         ($     0.02)     ($     0.06)    ($     0.01)   ($  0.02)      ($     0.08) 
Net Income(Loss) 
 per Common Sh.      ($     0.02)     ($     0.06)     $     0.05    ($  0.03)      ($     0.15)  

</TABLE>


Summary Balance Sheet Information
<TABLE>
<CAPTION>
                          As of           As of          As of          As of          As of     
                         04/30/96       04/30/95       04/30/94       04/30/93       04/30/92   
                                                          (2)
<S>                     <C>            <C>            <C>             <C>
Total Assets            $3,571,599     $3,749,342     $4,408,316      $7,326,009     $7,813,277 
Inventories (Net)       $3,033,136     $3,248,136     $3,656,051      $3,667,464     $3,802,540 
Stockholders' loans
  receivable
  (payable)(1)          $   -0-        $    3,000     $   -0-        $   -0-        $   -0-
Notes payable - 
  current               $    1,691     $   15,828     $   22,619     $  318,504     $  330,026 
Long-Term Liab.         $   29,585     $   65,825     $  148,356     $  232,113     $  297,612 
Minority Interest
 in Subsidiary          $   -0-        $   -0-        $    -0-       $  559,000     $  559,000 
Stockholders'
  Equity                $3,122,307     $3,347,763     $4,048,797     $3,316,907     $3,481,061 

</TABLE>


(1)  Effective April 30, 1991, in keeping with its auditor's recommendation,
     the Company wrote-off as uncollectable a total of $3,511,470 of loans
     and notes receivable from shareholders who were former officers including
     Allen Blattner, David Blattner and Michael Levkovitz.  Nevertheless, the
     Company, on June 10, 1994, secured entry of a Final Default Judgment
     against Allen Blattner for $4,512,600 in the U.S. Bankruptcy Court in

<PAGE>

     Miami, Florida.  However, the Company considers the judgment debt to be
     uncollectable.  See Item 3., "Legal Proceedings" and Item 13., "Certain
     Relationships and Related Transactions".

(2)  The effects of the Registrant's Plan of Reorganization, which was
     confirmed by the U.S. Bankruptcy Court at hearing on August 24, 1993,
     were reflected in the fiscal year ended April 30, 1994.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operations

     Sales of $1,533,366 for the fiscal year ended April 30, 1996 represented 
an increase of $408,087 (36%) over the same period a year earlier.  Sales of 
$1,125,279 for the fiscal year ended April 30, 1995 represented a decrease of 
$630,484 (36%) over the year ended April 30, 1994.  Sales of $1,755,763 for 
the 12 month period ended April 30, 1994 represented an increase of $957,755 
(220%) over the year ended April 30, 1993.  For the year ended April 30, 1993, 
sales were $798,008, a decrease of $311,423 (28%) over the comparable period 
ended April 30, 1992.  For the year ended April 30, 1992, sales were 
$1,109,431, a decrease of $573,050 (34%) over the comparable period ended 
April 30, 1991.  Parts sales were $1,533,366 in 1996 as compared to $1,125,279 
in 1995, $1,755,763 in 1994, $798,008 in 1993 and $1,109,431 in 1992.  Sales 
in fiscal 1992 and, to a lesser extent, in 1993, were adversely affected by 
cash shortages and increased competition.  The increase in sales in 1994 was 
due primarily to increased brokerage activity.

     Gross margins on sales of the Company were 37.6% in 1996 as compared to 
19.4% in 1995, 36.3% in 1994, 46% in 1993 and 40.7% in 1992.  The 1995 gross 
margin was somewhat decreased due to a $181,383 reserve established during 
that fiscal year for obsolete inventory.

     Selling, general and administrative expenses for the Company were 
$859,705 for the year ended April 30, 1996 as compared to $1,031,091 for the 
year ended April 30, 1995, $830,070 for the year ended April 30, 1994, 
$950,963 for the year ended April 30, 1993 and $1,619,039 for the year ended 
April 30, 1992.

     Net (losses) from continuing operations for the year ended April 30, 1996 
were ($225,456) as compared to net (losses) of ($701,034)for the year ended 

<PAGE>

April 30, 1995 and as compared to net profit from continuing operations for
the year ended April 30, 1994 of $116,658, and net (losses) of ($67,922) and 
($486,484), respectively for the two preceding years.

<TABLE>
<CAPTION>
                   The Company's Earnings (Loss) per Share

                                1996       1995     1994      1993    1992 
<S>                           <C>       <C>      <C>       <C>     <C>
From Continuing Operations    ($ 0.02)  ($ .06)  $  .05(a) ($ .01) ($ .07)
From Discontinued Operations   $  .00    $ .00   $  .00    ($ .01) ($ .07)


From Minority Interest         $   .00   $  .00  $  .00    ($ .01) ($ .01)
Net Income (Loss) per
  Share                       ($  0.02) ($  .06) $ .05    ($ .03)  ($0.15)
                                                                            
</TABLE>

(a)  Includes an extraordinary item, a gain recognition on discharge of
     debt, net of income tax ($.04 per share); See Note 1., "Notes to
     Financial Statements".


(1)  Liquidity

     The Company's liquidity continues to be critically poor.  Sales in fiscal 
1996 increased and expenses decreased somewhat.  There was no foreseeable 
trend or event which would have improved the situation at April, 1996.  At 
April 30, 1994, the Company had emerged reorganized from its status as 
Debtor-In-Possession in Chapter 11 Bankruptcy by order of the U.S. Bankruptcy 
Court.  For the year ended April 30, 1994, the Company realized a net profit 
in the amount of $530,691, or $0.05 per share (pre-reverse split), due 
primarily however only to the gain resulting from discharge of debts under the 
confirmed bankruptcy reorganization plan.

     After May 1, 1990, significant increases in the shareholder loan account 
of the Company's former president, Allen Blattner, worsened and intensified 
the Company's cash flow difficulties.  The Company's auditors and management 
and directorship came to consider these amounts due to the Company to be 
uncollectable.  The Company wrote off more than $3,926,716 at that time in 
loans to shareholders, all of whom are former officers and directors.  
Notwithstanding subsequent efforts, which resulted in the entry of a final 
judgments in the aggregate principal amount of $5,026,812, it continues to be 
unlikely, since the Company views them as uncollectible, that those debts will 
ever have a positive effect on the Company's future cash flow.  See Item 8., 

<PAGE>

"Notes to Financial Statements"; Item 13., "Certain Relationships and Related
Transactions" and Item 3., "Legal Proceedings".

     The Company was unsuccessful seeking a line of credit in order to have 
funds available primarily for brokerage transactions in addition to trade 
credit which has been attained.  The Company is also working with other 
companies on a commission basis to increase brokerage sales so that costs 
involved will be transaction driven.  Financing was also being sought to be 
able to purchase fresh inventory lots where the inventory will act as the 
security for the financing.  These efforts too were unsuccessful.  There was 
no present assurance whatsoever that any such credit or financing would be 
available or obtained.  At April 30, 1996 there was no assurance that the 
Company's persistent liquidity problems would be otherwise improved.  

     On August 10, 1997 Messrs. Dobronsky and Alouf the Company's officer and 
former officer, respectively, completed transfer of a total of 6,400,000 
shares (pre-reverse split) of the Company's restricted Common Stock, 
approximately fifty-four (54%) percent of the Company's issued and outstanding 
capital stock, to Bodstray Company Limited, a Hong Kong corporation.  On 
September 15, 1997, Bodstray sold 6,057,630 of its Jetborne shares (pre-reverse 
split) to RADA Electronic Industries, Ltd., an Israel corporation.  On August 
18, 1997, RADA purchased forty-nine (49%) percent of the Company for 
satisfaction of $2,700,000 of the Company's $2,900,000 payable to RADA's 
subsidiary.  With the acquisition of seventy-five (75%) percent control of the 
Registrant in these transactions, RADA intends to assist with funding the 
Company's operations as required, in its discretion, with debt financing.  See 
"Capital Resources" below.

     The Company continues to seek additional parts consignment arrangements.  
Consignment, in effect, provides the Company with additional inventory without 
purchases adversely affecting its liquidity, although markups are generally 
lower than those realized from sales from owned stock.

(2)     Capital Resources

     In December, 1996, the Company purchased an additional $2,900,000 in 
parts inventory from a subsidiary of RADA Electronic Industries, Ltd., an 
Israel corporation ("RADA").  RADA extended credit to the Company for the 
purchase but during the ensuing eight (8) months, the Company was unable to 
pay for the newly acquired inventory.  

<PAGE>

     On August 18, 1997, following a period of negotiation and discussion, the 
Company and RADA agreed to satisfy the $2,700,000 unpaid RADA receivable 
through the issuance of restricted Common Stock to RADA, effectively 
transferring forty-nine (49%) percent of the ownership interest in the Company 
to RADA in exchange for $2,700,000 of the parts inventory receivable.  

     On August 12, 1997, the Company's Board of Directors determined to 
reverse-split the Company's Common Stock on a one (1) share for ten (10) 
shares basis, effective September 30, 1997.  In addition to improving the 
Company's position with respect to re-establishment of a trading market in its 
securities, the one-for-ten reverse-split enabled the Company to issue 
sufficient new shares from its authorized but previously unissued Common Stock 
to satisfy the acquisition of forty-nine (49%) percent ownership by RADA, as 
agreed.  The Company's then majority control shareholder, Bodstray Company, 
Ltd. consented to the reverse-split at once.  Bodstray's approval insured 
implementation of the reverse-split, on September 30, 1997.  Following its 
completion, the Company issued 1,141,630 (post-reverse-split) shares to RADA 
Electronic Industries, Ltd. to complete the August 18, 1997 
stock-for-inventory Agreement transaction.

Other Considerations

     In February, 1992, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 109 "Accounting for Income 
Taxes".  Implementation of this statement is required for fiscal years 
beginning after December 15, 1992.  The Company accounts for income taxes in 
accordance with this statement; there has been no corresponding effect on the 
Company's financial statements at April 30, 1996, April 30, 1995, April 30, 
1994 or April 30, 1993.



ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Pages F-1 through F-23, attached.



ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

     During the Registrant's two most recent fiscal years and during the 
subsequent interim period (through April 15, 1998), there have been no 
disagreements on any matter of accounting principles or practices.  

<PAGE>

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     (a)(b)   Identification of Directors and Executive Officers

     The directors, executive officers, former directors and former executive
officers of the Company are identified as follows:

<TABLE>
<CAPTION>

Name                    Position with Company                    Age
<S>                     <C>                                      <C>
Eles Dobronsky          Chairman of the Board, President          55
                        and Chief Executive Officer

Chaim Zimet             Director                                  50

Raymond Harkus          Director                                  47

Amos Alouf              Former President/Treasurer/               63
                        Director
                       (Appointed June 15, 1994;
                        Resigned March 10, 1997)
</TABLE>

     Until March 10, 1997, Mr. Alouf was the Company's only officer.  Mr. 
Alouf resigned on March 10, 1997 and was replaced by Mr. Dobronsky as the 
Company's sole officer.  The Company's former Treasurer/Chief Financial 
Officer, Stephen G. Martin resigned in June of 1995.  Through March 10, 1997, 
management of  the Company's affairs including this reporting period were 
accomplished through Mr. Alouf's efforts, augmented by those of Mr. 
Dobronsky.  Mr. Alouf devoted 100% of his time to the Company's affairs until 
March 10, 1997.  Mr. Dobronsky devotes approximately only ten (10%) percent of 
his time to the Company's affairs.  The Company considers that its management 
resources are more than strained with this single officer, minimal attention 
circumstance.  The "thin" management situation (at September, 1997) was 
somewhat alleviated with the arrival of RADA Electronic Industries, Ltd. as a 
principal stockholder.  On September 15, 1997, RADA entered into an agreement 
to acquire an additional twenty-six (26%) percent of the Company's Common 
Stock from Bodstray Company Limited for 700,000 shares of RADA's ordinary 
shares.  When completed, the RADA purchase from Bodstray brought RADA's 
ownership interest in the Company to seventy-five (75%) percent.  RADA 
Electronic Industries, Ltd. Is a publicly-held Israel corporation listed on 
the NASDAQ Small Cap Market.

<PAGE>

     Directors of the Company are to be elected at the Company's annual 
meeting of stockholders to serve three year terms or until their successors 
are elected and qualified.  Since completion of its initial public offering, 
all of the Company's directors have however, been appointed to vacancies by 
the then existing Board.  The Company has not held an annual stockholders 
meeting since completion of its initial public offering.  The Company plans to 
solicit proxies for, and hold an Annual Meeting as soon as practicable.  In 
theory, the Company has a staggered board of directors - when the term of each 
director expires, successors are to be elected to respective three-year 
terms.  Officers are appointed by the Board of Directors and serve at its 
discretion and pleasure.

     (e)     Business Experience.  The following information is supplied with 
regard to the Company's directors, executive officers, former directors and 
former officers.

     Eles Dobronsky was appointed Chairman of the Company's Board of Directors 
on May 6, 1991 and President, Secretary/Treasurer of the Company on March 10, 
1997.  Mr. Dobronsky is an affiliate of the Company's previous controlling 
shareholder, Finstock Investments, Inc. and a member of the Board of Directors 
of RADA Electronic Industries, Ltd.  Mr. Dobronsky is, in addition, an Israeli 
lawyer who has been a practicing attorney in the city of Tel Aviv in his own 
firm for more than five years.  Mr. Dobronsky holds the L.L.B. degree from 
Hebrew University in Jerusalem.

     Chaim Zimet has been a director of the Company since 1994 having been 
appointed to a vacancy on the Board at the recommendation of the Company's 
Chairman, Eles Dobronsky.  Mr. Zimet is also the managing director of several 
financial holding companies headquartered in Europe.  Prior to 1991, Mr. Zimet 
was the managing director of a private institute in the City of Amsterdam for 
the treatment of children with learning and behavioral difficulties.  Mr. 
Zimet studied at the University of Amsterdam and worked as a specialist in the 
behavioral field, including service as principal of an elementary school in 
Amsterdam prior to embarking, in 1991, upon a career in financial management.

     Raymond Harkus was appointed a director of the Company in May of 1991 in 
connection with the assumption of management of the Company by its then 
controlling shareholder, Finstock Investments, Ltd.  Mr. Harkus is also a fund 
raising and investment consultant who owns and operates his own fund raising 
and investment consulting Company in the United Kingdom.

<PAGE>

     Amos Alouf was employed by Jetborne International, Inc. from a point 
prior to 1987 through February, 1991 in a non-officer, non-director position.  
On May 10, 1991, Mr. Alouf was re-employed by Jetborne International, Inc. as 
its Acting President.  The position was later converted to President and 
director and is the management position that Mr. Alouf occupied until his 
resignation on March 10, 1997.  From March, 1991 through May 10, 1991, Mr. 
Alouf was employed by Jets & Aerospace, Inc. a Miami corporation engaged in 
essentially the same business as Jetborne International, Inc.  On Mr. Alouf's 
information and belief, 25% of Jets & Aerospace was owned by Allen Blattner, 
the former President and director of Jetborne International, Inc. with the 
majority control of Jets & Aerospace, Inc. being held, again on Mr. Alouf's 
information and belief, by a non-affiliate of Jetborne International, Inc.  
Mr. Alouf informed the Company that he made loans to Jets & Aerospace, Inc. in 
the aggregate principal amount of approximately $34,000 and relates that he 
was to be a 25% owner of that corporation but that he never received any stock 
or other evidence of such ownership and does not now consider himself as ever 
having been an owner of stock in Jets & Aerospace, Inc.  The aggregate loan to 
Jets & Aerospace, Inc. is a demand loan which was outstanding and unpaid at 
March 10, 1997.  Mr. Alouf is not engaged, directly or indirectly, in the 
operations, if any, of Jets & Aerospace, Inc.  Mr. Alouf was employed by the 
Company pursuant to an employment agreement as its sole officer.  See Item 
11., "Executive Compensation", Note 2.

Mr. Alouf attended the Hebrew University in Tel Aviv where he took courses in 
its economics and foreign affairs programs.


                                                                  
ITEM 11.     EXECUTIVE COMPENSATION

Compensation

     Until his resignation on March 10, 1997, Mr. Amos Alouf  devoted 100% of 
his time to the Company's affairs.  Mr. Alouf deceased during January, 1998.  
The Company's Chairman, and sole officer since Mr. Alouf's departure, Mr. Eles 
Dobronsky, devotes only approximately 10% of his time to the Company's 
affairs.  As reflected in the following Cash Compensation Table, the total 
compensation received by Executive Officers during the year ended April 30, 
1996 was $198,568.

<PAGE>

<TABLE>
<CAPTION>
                               SUMMARY COMPENSATION TABLE                                                                           
                     Annual Compensation                 Long-Term Compensation   
                                                                                
                  Awards         Payouts  
Name and                                             Other           Restricted                  All
Principal                                            Annual          Stock      Options/LTIP     Other
Position                Year   Salary      Bonus     Compensation    Awards     SARS  Payouts    Compensation

<S>                     <C>    <C>        <C>        <C>             <C>        <C>              <C>
Eles Dobronsky (4)      1992   $   -0-       --            --          --          --                 --                 --   
Chairman of the         1993   $   -0-       --            --          --          --                 --                 --   
Board                   1994   $   -0-       --        $22,400(4)      --          --                 --                 --
                        1995   $   -0-       --        $46,500(4)      --          --                 --                 --  
                        1996   $             --        $48,000(4)      --          --                 --                 --  

Amos Alouf(1)(2)        1992   $ 88,563      --            --          --          --                 --                 --
President/              1993   $ 93,871      --            --          --          --                 --                 --
Secretary               1994   $ 93,770      --            --          --          --                 --                 --
                        1995   $122,308      --            --          --          --                 --                 --
                        1996   $120,279      --            --          --          --                 --                 --

Stephen G. Martin       1992   $ 63,544      --            --          --          --                 --                 --
Treasurer (3)           1993   $ 66,351      --            --          --          --                 --                 --
                        1994   $ 66,567      --            --          --          --                 --                 --
                        1995   $ 73,923      --            --          --          --                 --                 --
                        1996   $ 30,289      --            --          --          --                 --                 --

All Executive           1992   $152,107      --            --          --          --                 --                 --
Officers as a           1993   $160,222      --            --          --          --                 --                 --
Group (Two              1994   $160,337      --        $22,400(4)      --          --                 --                 --
Persons)                1995   $196,231      --        $46,500(4)      --          --                 --                 --
                        1996   $198,568      --        $48,000(4)      --          --                 --                 --

</TABLE>

(1)    Does not include the automobile allowance or other personal benefits
       received.  Mr. Alouf was reimbursed by the Company for costs incurred
       in his personal lease of an automobile in the aggregate amount of
       $10,004 in 1994, $11,426 in 1995 and $13,416 in 1996.

(2)    Mr. Alouf was appointed President and Director by order of the
       Bankruptcy Court on June 15, 1994.  He was appointed acting President
       and Secretary of the Company on May 10, 1991.  He was previously
       employed by the Company in a non-officer capacity and was terminated
       in February, 1991 prior to the change of control of the Registrant
       which occurred in June of the same year.  Mr. Alouf has been closely
       associated with Allen Blattner, the Company's former president,
       chairman and principal stockholder and against whom the Company now
       holds a Final Judgment in excess of $5,000,000.  See Item 13. "Certain
       Relationships and Related Transactions" and Item 3., "Legal

<PAGE>

       Proceedings".  From March, 1991 through May 10, 1991, Mr. Alouf was
       employed by Jets & Aerospace, Inc. a Miami corporation engaged in
       essentially the same business as Jetborne International, Inc.  On Mr.
       Alouf's information and belief, 25% of Jets & Aerospace was owned by
       Allen Blattner, the former President and director of Jetborne
       International, Inc. with the majority control of that corporation
       being held, again on Mr. Alouf's information and belief, by a
       non-affiliate of Jetborne International, Inc.  Mr. Alouf made loans
       to Jets & Aerospace, Inc. in the aggregate principal amount of
       approximately $34,000 and relates that he was to be a 25% owner of
       that corporation; but that he never received any stock or other
       evidence of such ownership and does not now consider himself as ever
       having been an owner of stock in Jets & Aerospace, Inc.  The
       aggregate Alouf loan to Jets & Aerospace, Inc. is a demand loan
       which remained outstanding and unpaid at March 10, 1997, the date of
       Mr. Alouf's resignation as President and director of the Company.

       The employment contract between the Company and Mr. Alouf,  ordered
       by the Bankruptcy Court on June 15, 1994 for five years at $120,000
       per annum plus benefits, was voluntarily terminated on March 10,
       1997 by Mr. Alouf.

(3)    Mr. Martin was appointed Treasurer of the Company in April, 1992.
       He was previously employed by the Company as its Comptroller, a
       non-officer capacity.  Mr. Martin left the Company's employ in June,
       1995 as the Company's Chief Financial Officer.  Mr. Martin's
       employment was governed by a contract which provided for annual
       salary review and one months prior notice in the event of
       termination of the contract by either party.  Mr. Martin gave the
       requisite notice prior to his departure.

(4)    Mr. Eles Dobronsky, the Company's Chairman since May, 1991, was
       approved by the Board of Directors on January 17, 1994 to be
       remunerated for services at the rate of $3,000 per month, effective
       September 17, 1993.  On June 15, 1994, his remuneration was
       increased to $48,000 per annum by order of the Bankruptcy Court.


Stock Option Plans

     Since inception, the Company had adopted several stock option plans for 
the benefit of employees and directors of the Company.  All of the options, as 
of April 15, 1998, were canceled or have expired.

<PAGE>

     On December 20, 1996, the Company issued options to purchase 285,036
shares of the Company's restricted (post-reverse split) Common Stock to Mr. 
Eles Dobronsky, the Company's Chairman, exercisable at the rate of $.842 per 
share.  If exercised in full, the total aggregate exercise price will amount 
to $240,000.  At April 15, 1998, Mr. Dobronsky's options represented a 
potential ownership of twelve (12%) percent of the Company.  None of Mr. 
Dobronsky's options have been exercised at April 15, 1998.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of April 15, 1998, the number of 
shares of the Company's Common Stock (post-reverse split) beneficially owned 
by each director of the Company; by each person known by the Company to own 
beneficially more than five percent of the Common Stock of the Company 
outstanding as of such date and; by the executive officers and directors of 
the Company as a group.  See Note (5).

(a)     Security Ownership of Certain Beneficial Owners

<TABLE>
<CAPTION>

Title of       Name and Address                   Amount and Nature of     Percent
 Class         of Beneficial Owner                Beneficial Ownership     of Class
                                                                           (2)(3)
<S>            <C>                                <C>                      <C>

Common Stock   RADA Electronic Industries, Ltd.   1,747,393(5)             75.0%
               80 Express Street
               Plainview, NY 11803


(b)     Security Ownership of Management

Title of         Name and Addres                 Amount and Nature of       Percent
Class            of Beneficial Owner             Beneficial Ownership       of Class
                                                                            (2)(3)

Common Stock     Eles Dobronsky,                 289,200 (1)(4)             12.4%
                 Trustee
                 8361 N.W. 64th Street          
                 Miami, FL  33166

Common Stock     Amos Alouf                         -0-   (4)              0.0%
                 8361 N.W. 64th Street 
                 Miami, FL  33166

Common Stock     Stephen G. Martin                    -0-                   0.0%
                 8361 N.W. 64th Street
                 Miami, FL  33166

</TABLE>

<PAGE>

(1)  Eles Dobronsky, Trustee holds 130,265 (post-reverse split) shares, and 
     proxies for an additional 158,935 (post-reverse split) shares.

(2)  Based upon 2,329,858 (post-reverse split) shares being issued and 
     outstanding.

(3)  BankAtlantic had been deemed by the Company to be the beneficial owner
     of 75,000 (post-reverse split) shares of the Company's Common Stock
     registered in Allen Blattner's name since those shares were previously
     held by BankAtlantic pursuant to the terms of a pledge agreement, with
     sole power to vote the shares, and later held by BankAtlantic pursuant
     to a final judgement entered against Allen Blattner.  Under the terms
     of a subsequent bankruptcy settlement agreement, BankAtlantic
     returned the 75,000 (post-reverse split) shares to the Company
     following confirmation by the Bankruptcy Court of the Company's
     reorganization Plan and the returned shares were subsequently canceled.

(4)  As an aspect of the Company's Bankruptcy Plan of Reorganization which
     was confirmed by a court order entered September 17, 1993, the
     Company's Chairman, Eles Dobronsky, as trustee, and the Company's
     President, Amos Alouf, each acquired 3.2 Million (pre-reverse split)
     shares of the Company's authorized but unissued Common Stock.  The
     acquisition placed Messrs. Dobronsky, Trustee and Alouf in control
     of approximately 54% of the Company's voting Common Stock.  The stock
     acquired was subject to and governed by a certain voting trust
     agreement entered into by Messrs. Dobronsky, Trustee and Alouf.  The
     stock in question was transferred to Bodstray Company Limited in
     transactions completed during August, 1997 and the voting trust was
     mutually terminated.  See Note (5) below.

(5)  On August 18, 1997, RADA Electronic Industries, Ltd. acquired forty-nine
     (49%) percent of the Company's ownership in a transaction completed
     after the Company's reverse one-for-ten stock split was implemented on
     September 30, 1997.  The Company had purchased $2,900,000 of parts
     inventory from a subsidiary of RADA in December, 1996 and through June,
     1997  was unable to satisfy the RADA receivable due to poor liquidity.
     Following negotiation and discussion, the Company and RADA agreed to
     satisfy $2,700,000 of the parts inventory purchase obligation through
     issuance of new common stock to RADA representing a forty-nine (49%)
     percent ownership interest in the Company.  Completion of the
     transaction required implementation of a one-for-ten reverse
     split of the Company's Common Stock, an action also deemed appropriate

<PAGE>

     by the Board for purposes of improving the prospects for
     re-establishment of a trading market for the Company's securities in
     any event.  The one-for-ten reverse split was effective September 30,
     1997 as approved, among others, by the Company's then majority control
     shareholder, Bodstray Company Limited.  On September 15, 1997, RADA
     entered into a certain capital stock purchase agreement with Bodstray
     Company Limited pursuant to which RADA acquired an additional
     twenty-six (26%) percent ownership interest in the Company with
     Bodstray retaining a minor amount of its shares in the Company's
     restricted Common Stock.  At April 15, 1998, RADA Electronic
     Industries, Ltd. owns seventy-five (75%) percent of the Company's
     issued and outstanding Common Stock.  RADA Electronic Industries, Ltd.
     is listed on the NASDAQ Small Cap Market.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)     Transactions with Management and Others

     The Company's former subsidiary, Aircraft Modular Products, Inc. ("AMP") 
leased its offices and manufacturing facilities from Finstock, the Company's 
then controlling stockholder and subsequently acquired the property itself.  
The Company's lease with AMP commenced October 1, 1992 and expired on 
September 30, 1997 at an aggregate annual rental of $72,000.  The Company 
recently acquired new leased space, leased from a non-affiliate, in the same 
general vicinity.  See Item 2. "Properties".



<PAGE>

ITEM 14.   EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)1.     Financial Statements:

          Independent Auditor's Report dated August 16, 1996, except as to
          later matters reflected therein.

          Balance Sheets - April 30, 1996 and 1995.

          Statements of Income (Loss) - Years ended April 30, 1996, 1995 and
          1994.

          Statements of Changes in Stockholders' Equity - Years ended April
          30, 1996, 1995 and 1994.

          Consolidated Statements of Cash Flows - Years ended April 30, 1996,
          1995 and 1994.

          Notes to Financial Statements.

(a)(3)    Exhibits:


(b)(3)    Certificate of Incorporation and By-Laws:

          Articles of Incorporation, as amended, and By-Laws, as amended, 
          incorporated by reference to the filing of the original registration
          statement on Form S-18, Amendment No. 2.

(b)(4)    Instruments defining the rights of security holders, including 
          indentures:

          Stockholder's Agreement dated February 2, 1987 incorporated by
          reference to the filing of the amended registration statement on
          Form S-18 and to the Registrant's Form 10-K for the fiscal year
          ended 4/30/87.


(b)(9)    Voting Trust Agreement:

          Voting trust letter agreement dated August 28, 1993 between Eles 
          Dobronsky, Trustee and Amos Alouf - Incorporated by reference to
          Form 10-K for the fiscal year ended April 30, 1992.

<PAGE>

(b)(10)   Material Contracts:

          Not applicable.


(b)(11)   Statement Re:  Computation of per share income (loss):

          See Note 1., Notes to Consolidated Financial Statements and
          Statements of Income (Loss) Years Ended April 30, 1996, 1995 and
          1994.


(b)(12)   Statements Re:  Computation of Ratios:

          Not applicable.


(b)(13)   Annual Report to Security Holders, Form 10-Q or quarterly report
          to security holders:

          Not applicable.  The Registrant has never submitted an Annual
          Report to its Stockholders.


(b)(18)   Letter re:  Change in accounting principles:

          Not applicable.

(b)(19)   Previously unfiled documents:

          Not applicable.

(b)(21)   Other Documents or Statements to Security Holders:

          Not applicable.

(b)(22)   Subsidiaries of the Registrant: Not Applicable;

          Former subsidiaries Jetborne, Inc. (eliminated in the Company's
          confirmed plan of bankruptcy reorganization on September 17,
          1993); Jetborne UK Limited (ceased operations and wound up under
          U.K. Insolvency Act in January, 1992);  AAH (ceased operations
          July 31, 1992); Aircraft Modular Products, Inc. (Sold
          December, 1990); Ablam Sound Productions, Inc. (ceased operations
          November 26, 1990).

<PAGE>

(b)(23)   Published report regarding matters submitted to vote of Security 
          Holders:

          Note applicable.  No matters have ever been submitted by the
          Registrant for a shareholder vote.

(b)(24)   Consents of experts and counsel:

          Not applicable

(b)(25)   Power of Attorney:

          Not applicable

(b)(28)   Additional Exhibits:

    (b)   The Registrant filed no reports on Form 8-K during the third quarter
          of 1996 or through the subsequent period ended July 31, 1997.  On
          September 25, 1997, the Company filed a Current Report on Form 8-K
          reporting the capital stock for inventory transaction with RADA
          Electronic Industries, Ltd. and the September 30, 1997 one share for
          ten shares reverse-split of its Common Stock.

<PAGE>

                                SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Miami, State of 
Florida, on the 24th day of April, 1998.
     
                                          JETBORNE INTERNATIONAL, INC.



                                          BY:/s/Eles Dobronsky              
                                             Eles Dobronsky, Chief Executive
                                             Officer/President

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

     Signatures                    Title             Date

i.   Principal Executive Officer       
                                           
                                   President/
     Eles Dobronsky                Chairman         04/24/98
     Eles Dobronsky



ii.  Principal Financial and            
     Accounting Officer


     Eles Dobronsky                Treasurer/CFO    04/24/98
     Eles Dobronsky

iii. A Majority of the Board of
     Directors

                                    Director        __/__/98
     Raymond Harkus

     Eles Dobronsky                 Director        04/24/98
     Eles Dobronsky

                                    Director        04/  /98
     Chaim Zimet