U.S. Securities and Exchange Commission

                         Washington, D.C. 20549
                                                              CONFORMED
                             Form 10-KSB
(Mark One)
    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

          For the fiscal year ended      June 30, 1997     
                                    OR
       [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

        For the transition period from                        

        Commission File Number        0-15545               

                       Logitek, Incorporated     
         (Name of small business issuer in its charter)

                     New York                       No. 11-2203507
          (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)              Identification No.)

          101 Christopher St., Ronkonkoma, N.Y.             11779      
   (Address of principal executive offices)                  (Zip Code)

Registrant's Telephone Number, including area code     516-467-4200   

Securities registered pursuant to Section 12(b) of the Act:
 Title of each class         Name of each exchange on which registered

            None                                     None            

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $.01 par value   
                             (Title of class)
Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Securities Exchange Act 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 such filing requirements for the
past 90 days.  Yes X     No     

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B 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 ]

Issuer's revenues for its most recent fiscal year:    $4,157,472 
The aggregate market value of voting common stock held by non-affiliates,
computed based upon the average of the closing bid and asked prices on 
September 3, 1997 was $2,617,990.  As of September 3, 1997, there were
3,423,730 shares of common stock outstanding (of which 1,925,753 shares were 
held by non-affiliates).
                                    
Documents Incorporated by Reference: 1996 Proxy Statement<PAGE>
   
                       LOGITEK, INC.

             FORM 10-KSB -  Year Ended June 30, 1997

                       TABLE OF CONTENTS 



PART I                                                      Page

Item 1.Business                                              3
Item 2.Properties                                            6
Item 3.Legal Proceedings                                     6
Item 4.Submission of Matters to a Vote of Security
       Holders                                               6
PART II 

Item 5.Market for Registrant's Common Equity
       and Related Stockholder Matters                       7

Item 6.Management's Discussion and Analysis of
       Financial Condition and Results of
       Operations                                            8

Item 7.Financial Statements and 
       Supplementary Data                                   10
Item 8.Changes In and Disagreements with Accountants
       on Accounting and Financial Disclosure               10

PART III

Item 9.Directors and Executive Officers of
       the Registrant                                       11

Item 10.Executive Compensation                              11

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

Item 12.Certain Relationships and Related
        Transactions                                        11

Item 13.Exhibits and Reports on Form 8-K                    11
 
        Signature Page                                      12
        Report of Independent Certified Public
        Accountants                                         13
        Financial Statements                                14
        Notes to Financial Statements                       17

<PAGE>
                                  PART I  

ITEM 1.  BUSINESS 
General 

Logitek, Inc. (the "Company"), a New York
corporation, organized in 1969, is engaged
in the design, development and production
of electronic monitors and controls which
include electronic time delays, flashers, and
voltage, frequency, phase and power
monitors and switch mode power supplies. 
Power monitors are generally used to
continuously and automatically monitor the
characteristics of electrical power systems
for conformance to design limits in order to
insure proper and safe operation of
equipment which utilize the monitored
power.  These devices provide for timed
control of system shutdown and transfer in
addition to visual fault annunciation. 
Although the Company manufactures
products "built to specifications" most of its
sales are for its standard products.   
  
The Company developed and manufactures
a line of time delay relays designed to cause
a system to perform or not to perform a
specific function for, during or after a
precise interval of time.  The time delay
relay is used in those instances, among
others, where a system must be turned on
for a specific period of time after application
of power and then shut down; where it is
necessary to operate a system for an interval
of time after the complete loss of power; or
to regulate the precise time interval between
various functions.  Among its practical
applications, time delay relays are used in
navigation systems of missiles and in radar
equipment as well as to sequence aircraft
functions.  When the navigation system in a
missile or projectile determines that the
missile or projectile is off course, a signal
may be applied to a time delay relay.  If the
missile returns to course prior to the
expiration of the preset time delay, the
signal is removed and the timer does not
operate.  If the missile remains off course
for a period of time greater than the preset
interval of the time delay relay, the time
delay relay will actuate causing the missile
to self destruct.  Some elements of certain
types of radar equipment can be damaged if
high voltage is applied prior to sufficient
warm-up time. These elements can be
protected by the use of time delay relays
which provide an automatic time delay
between the application of warm-up voltage
and high voltage.  These devices may also
be used to sequence the time interval
between the ejection of external  fuel pods
on  fighter aircraft.  The relays vary in price
from approximately $100 to $700 depending
on the type of function and complexity
required; however, most time delay relays
sell for $150 to $300.  

The Company has also developed and
produces solid state flashers designed to
cause an alternating electrical impulse.  The
flasher may be used to cause aircraft
position lights to flash on and off as well as
to sense and indicate a malfunction in certain
systems by causing a warning light to
flash/or activate an alarm device.  The
flasher varies in price from $100 to $500
depending on the type of function and
complexity required with most types of
flashers selling in the $125 to $225 range.

The Company has also designed and markets
equipment to monitor the characteristics of
the phase, voltage and frequency elements of
electric power.  These devices are connected
to electric power lines to monitor each of the
aforesaid input elements for deviation from
acceptable limits and can find application in
most electrical systems, machinery and
equipment where power source performance
is questionable and/or where equipment
damage may result from inadequate or
improper power.  The acceptable limits of
deviation of each element are pre-determined
and built into the monitor.  The Company
has also developed and manufactures power
monitors used to sense all three of the
aforesaid power elements.  In the event that
any element is not within pre-determined
specifications, the monitor shuts down the
system, transfers to another system and/or
operates an alarm.  The Company also
manufactures each of the aforesaid types of
monitors with time delay features.  These
types of monitors allow a deviation beyond
specified limits for a specified pre-set period
before initiating appropriate action.  The
internal time delay thereby prevents
unnecessary system response.  In the event
the system is activated, the element must
return to normal limits for a minimum pre-
set period before the power will resume
normal flow.  This equipment is presently in
use in auxiliary generating systems in planes
and ships to prevent damage to the
equipment operated by such systems.  Phase,
voltage and frequency sensors vary in price
from $300 to $900 and the power monitors
from $900 to $7,000 depending on the type
of function and complexity required.

The Company has designed and markets
switch mode power supplies for military,
industrial and commercial applications. 
These power supplies are used to convert
AC voltage to DC voltage or to convert DC
voltage to a different level of DC voltage for
use by various types of electronic
equipment.  Power supplies vary in price
from $400 to $3,000 depending on the
function, complexity and power levels
involved.  The Company markets 13 basic
models within this product line and
approximately 424 different sub-models.  In
addition, the Company will modify these
power supplies to customer specification for
an additional cost.  

The components of the Company's products
include integrated circuits,transistors,diodes,
relays, resistors, capacitors and metal
casings which are purchased from a variety
of readily available sources on an as needed
basis.  The Company has not experienced
delays in obtaining any required materials.

The widest application of the Company's
products is in  systems such as aircraft and
space vehicles, aboard ships, vehicular
mobile communications,radar systems,and
data processing and telecommunication
systems.  The Company's products are sold
to major system manufacturers and to the
United States Government.  Customers
include General Dynamics  Falstrom,
Boeing, Lockheed, McDonnel Douglas, E-
Systems, Westinghouse and Hughes Aircraft.
In terms of competition in the product line
of power moniotors, to the best of the
Company's knowledge there are companies
similar to Logitek and the Company is aware 
of four or five of these companies. In the
product line of power supplies there are
many competitors in the broad scope, but in
Logitek's niche market the field is
significantly narrowed. Logitek has a
trademark on its name but does not have any
patents.

The Company's backlog as of June 30, 1997
was approximately $ 2,500,000 as compared
to $2,000,000 as of June 30 1996.

Sales made directly to government agencies
are effected primarily through competitive
bidding and to a lesser extent are a result of
negotiated contracts.  Other sales arise
principally through personal solicitations by
the Company's personnel and also through
independent sales representatives who are
compensated solely on a commission basis. 

During the year ended June 30,1997  sales
to major customers were as follows: Boeing
Aircraft 14%, U.S. Government and its
agencies 21% and Loral and its affiliates
22%. During the year ended June 30,1996
sales to major customers were as follows:
Boeing Aircraft 12%, U.S. Government
and its agencies 11%  Falstrom  14% and
Loral and its affiliates 9%.

While it is possible one or more of the
Company's major customers might someday 
choose another vendor, the Company feels 
this is highly unlikely. However, should all
the major customers leave the impact on the
financial statements would be a decrease in
sales of 57%.

All government contracts or subcontracts are<PAGE>
subject to cancellation by the government or
it's subcontractor at or for the convenience
of the government.  In the event of contract
termination, the Company would ordinarily
be entitled to recover payment for its costs
and a reasonable pro rata share of profit
based on work completed prior to
termination.  

Current research is focused on the
continuous development of switch mode
power supplies, a high density power supply
and a digital power monitor.  During the
two fiscal years ended June 30, 1997 and
1996, the Company expensed approximately
$221,000 and $194,000, respectively, on
research and development.

As of June 30, 1997 the Company had
approximately 50 employees,of which one
was a part time employee.

The following table sets forth the
approximate percentage each of the
Company's product lines contributed to total
sales for the periods indicated:<PAGE>


                         BREAKDOWN OF GROSS SALES
                       For the years ended June 30,

                                               1997                  1996
                                                 %                     % 

Time delay relays                              14.1                  10.0

Flashers                                        4.8                   4.0

Power supplies                                 24.8                  23.7


Voltage, frequency and
 phase sensor relays
 and power monitors                            55.0                  60.7


Contract manufacturing & Other                  1.3                  1.6

Company Totals                                100.0                 100.0

<PAGE>

ITEM 2.  PROPERTIES 

The Company's executive offices and
production facilities are located in a one
story free standing building comprising
approximately 20,000 square feet, such
building is owned by the Company.  The
building is located on approximately one and
one-half acres of land in Ronkonkoma, New
York.  The property is subject to a mortgage
held by the New York Job Development
Authority ("JDA"), payable in monthly
installments as of June 30, 1997 of
approximately $2,656, including interest at
8.25% through June 2004 and a subordinate
mortgage to Long Island Development
Corp., payable in monthly installments of
$4,427 including interest at 14.296%
through June 2004.  As of June 30, 1997 the
JDA mortgage had a balance of $154,340
and the subordinate mortgage had a balance
of $229,340.

Located at the Company's facilities are
testing apparatus, machinery and equipment
including oscilloscopes, differential
voltmeters,spray painting equipment,
production electrical test fixtures,auto test
and manufacturing equipment, environmental
and vibration test equipment and other
items.  Certain of this equipment is pledged
as collateral for two notes payable in
monthly principal installments of $1,806 and
$ 1,319 through June 1998 and December
1998, plus interest at prime plus 1 1/2%
with an outstanding balance as of June 30,
1997 of $44,098.  In addition, the Company
has given a security interest to a lender
covering all fixed assets, accounts receivable
and inventory on $116,000 of debt with
monthly payments of $5,750, plus interest at
10.50% as of June 30, 1997.





ITEM 3.  LEGAL PROCEEDINGS 

None.  (See Note 12)


ITEM 4.  SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS 
No matters were submitted to a vote of
security holders through the solicitation of
proxies or otherwise during the fourth
quarter of fiscal 1997.<PAGE>
  
                                PART II 


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

The Company's common stock, $.01 par
value (the "Common Stock"), was traded on
the National Association of Securities
Dealers Automated Quotation System
("NASDAQ") under the symbol "LGTK"
until May, 1992. The Common Stock was
delisted when NASDAQ increased its
minimum capital, surplus and stock price
requirements and the Company was unable
to meet such requirements.  The Common
Stock currently trades in the over-the-
counter market.  The table which appears
below sets forth the quarterly range of high
ask and low bid prices for the Common
Stock for the periods indicated, as reported
by The National Quotation Bureau, Inc.

The figures shown  represent "inter-dealer"
prices without adjustment for markups,
markdowns or commissions and may not 
necessarily represent actual transactions.<PAGE>
On September 3, 1997 the closing bid and
asked prices  for  the  Common  Stock 
were  $.69 and $.84 per share, respectively. 
As of September 16, 1997 there were
3,412,059 shares of Common Stock
outstanding and approximately 150 record
holders of Common Stock, which includes
stock being held by brokers in street name.
The Company has never paid cash dividends
on its Common Stock and does not intend to
do so for the foreseeable future.  It is
anticipated that earnings, if any, will be
retained to finance the Company's growth. 
Future payments of cash dividends, if any,
will be determined by the Board of Directors
based upon circumstances then existing,
including contractual restrictions, financial
condition, capital requirements and business
outlook of the Company.<PAGE>
<PAGE>

 Quarter Ended                   Ask Price - High         Bid Price - Low

September 30, 1995                      1/2                    1/4
December 31, 1995                       3/4                    3/8 
March 31, 1996                          5/8                    3/8
June 30, 1996                         1 1/4                    1/2
September 30, 1996                      7/8                    1/2    
December 31, 1996                       7/8                    1/2 
March 31, 1997                        25/32                   9/16
June 30 , 1997                       15 /16                   9/16

<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS 
                                    
General 

The Company ("Logitek, Inc.") reported a
net profit after tax of $324,566 for the year
ended June 30,1997 compared to a $259,975
profit for the year ended June 30, 1996.   

Results of Operations
Comparison of Fiscal Years Ended June 30,
1997 and 1996

Sales for fiscal 1997 were $4,157,472
compared to $3,461,412 for the prior year,
or a 20% increase of $696,060. The increase
was due primarily to additional sales as a
result of new product lines. The company
has also begun to utilize fully automated test
and automatic assembly equipment  and has
redesigned certain of its products to take
advantage of the more cost effective surface
mount manufacturing technologies.

Gross profit margins were 38.7 % and
40.9% for the twelve month periods ended
June 30, 1997 and 1996. This reflects the
company's committment to manufacturing its
products in a more efficient manner, as well
as close cost containment.

Operating expenses for fiscal 1997 were
approximately $1,188,000 compared to
$1,054,000 or a increase of $134,000. Of
this increase,research and development
expenses accounted for approximately 
$27,000. This increase is a reflection of the
company's efforts to develope the digital
power monitor and a high density power
supply, both of which will be unique in the
marketplace and  differentiate he company.
The remaining $ 107,000 consists of a
reclassification of the Vice President &
General Manager's salary as well as an
increase in general overhead.   

Interest expense decreased approximately10%
due to decreased borrowing levels.  During the
past twelve month period the Company has
reduced total debt by $123,284.  By December
1994 all then existing equipment loans  had
been satisfied. The Company will now be
required to service its two mortgages on the
building and a term loan with a  balance of
$116,000  as of June 30, 1997 (see Notes 7
and 8). In June 1995 and October 1995 the
Company decided to borrow $ 65,000 and
$47,500 in order to pay off its remaining
equipment leases and to purchase additional
new equipment as part of its plan to
streamline its operations and to make more of
the manufacturing an automatic  process
rather than labor intensive.  

The  legal expenses of $47,000 for the twelve
month period ended June 30, 1997 were for
normal ongoing legal matters, compared to
$24,000 for the year ended June 30,1996. The
company has made a settlement on a
trademark  infringement  suit. The settlement
is for $105,000 of which $55,000 was collected
in the year ended June 30,1996 and the
remaining $50,000 was collected during the
year ended June 30,1997.

The Company's effective tax rate of 18.8%
differs from the statutory tax rate of 34% due
principally to the impact of a deferred tax , 
utilization of federal tax credits and a state
income tax provision.  

Liquidity and Capital Resources

Total borrowings were $605,680 and $728,964, 
at June 30, 1997 and 1996 , respectively, which
represent decreases of $123,284, or 17%, and
$29,555, or 4%, for the latest two twelve
month periods.  As of June 30, 1997 the
Company has decreased total debt, accounts
payable and accrued expenses by
approximately $211,000 . As of June 30,1996
the Company had increased total
debt,accounts payable and accrued expenses
by $195,398. During this two year period the
Company has built its cash reserves to
approximately $394,000 as of June 30, 1997.

During the year ended June 30,1997, the
Company increased its cash by about $45,000
through its operating activities primarily from
its net income and depreciation.The Company 
used its cash to purchase equipment of
$39,000 and paid down debt by about
$123,000.

The Company is not aware of any
committments or contingencies that are likely 
to have a material impact on the financial 
statements.

Term Loan

In January 1996 the lender agreed to extend
the loan to March 1999. Therefore the  loan
of $116,000 was classified partially as current
and partially as long term as of the date of the 
June 30,1997 report. 
  
Due to the Company's current cash resources
of  $394,000 and it's continued profitability the
Company does not anticipate a need for
additional outside financing.  <PAGE>
Directors Fees

The Board of Directors meets annually each 
year as well as on an interim basis as the need 
arises. All Directors, with the exception of
Herbert Fischer are paid $ 150 per meeting
for their services.


Valuation Allowance

The Company has recorded a valuation
allowance against its deferred tax asset due 
to the fact that the deferred tax asset consists 
of state credits and it is management's
judgement that a portion of these credits may
expire prior to the Company's utilization of
the credits.<PAGE>
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

The Company's financial statements, notes thereto, and supplementary 
schedules are included in this Report on Form 10-KSB as follows:



                                Index 


Item                                                        Page Number

Report of Independent Certified Public Accountants              13
Balance Sheets as of June 30, 1997 and 1996                     14
Statements of Income and Retained Earnings 
 for the Years Ended June 30, 1997 and 1996                     15
Statements of Cash Flows for the Years
 Ended June 30, 1997 and 1996                                   16
Notes to Financial Statements                                   17





ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable<PAGE>

                                 PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference to the Company's 1997 Proxy statement.

ITEM 10.  EXECUTIVE COMPENSATION

Incorporated by reference to the Company's 1997 Proxy statement.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Incorporated by reference to the Company's 1997 Proxy statement.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to the Company's 1997 Proxy statement.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits
       
        None.  
       
     (b)  Reports on form 8-K 
  
               None.
<PAGE>
                                SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be 
signed on its behalf by the undersigned, thereunto duly authorized.


          LOGITEK, INC.


                By: /s/Herbert L. Fischer                                     
                       Herbert L. Fischer
                          President




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


                   /s/  Herbert L. Fischer                                
                        Herbert L. Fischer
                        President and
                      Principal Executive Officer
                         























                 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


     
To the Board of Directors and
Stockholders of Logitek,Inc.

We have audited the accompanying balance sheets of Logitek, Inc. as of June 
30,1997 and 1996,and the related statements of income and retained earnings 
and cash flows for the years then ended. These financial statements are the 
responsibility of the Company's management. Our responsibility is to
express an opinion on these 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 financial statements referred to above present fairly,
in all material respects,the financial position of Logitek, Inc. as of June 
30,1997 and 1996, and the results of its operations and its cash flows for 
the years then ended in conformity with generally accepted accounting 
principles.


Marcum & Kliegman LLP



Woodbury, New York
September 3,1997










                               LOGITEK, INC. 
                              BALANCE SHEETS 

                                                             June 30,       
ASSETS                                                   1997       1996
Current Assets:
Cash and cash equivalents                              $393,797   $348,979
Accounts receivable                                     422,549    328,801
Inventories                                           1,046,082  1,018,074
Prepaid expenses and other current assets                34,292     33,941
Due from officer                                         30,500     30,500
    Total Current Assets                              1,927,220  1,760,295
Property, Plant, and Equipment, net                     668,861    720,929
Deferred income taxes,state                                0         7,000
Goodwill                                                 34,441     34,441
Other Assets                                             36,323     33,111
    TOTAL ASSETS                                    $ 2,666,845 $2,555,776


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt                      $145,182   $140,491
Capitalized lease obligation, current                    11,783      7,150
Accounts payable                                        385,882    463,889
Accrued expenses and taxes                              154,507    166,561
    Total Current Liabilities                           697,354    778,091
Capitalized lease obligation, less current portion       50,119     39,402
Long-term debt, net of current portion                  398,596    541,921
Deferred income taxes payable                            15,380     13,380
     TOTAL LIABILITIES                                1,161,449  1,372,794

COMMITMENTS AND CONTINGENCIES 

STOCKHOLDERS' EQUITY 
Common stock, $.01 par value; authorized
  10,000,000 shares; issued 3,600,000 shares, 
  of which 187,941 shares are held in treasury           36,000     36,000
Capital in excess of par value                          280,355    280,355
Retained earnings                                     1,196,693    872,127
                                                      1,513,048  1,188,482
Less: Treasury Stock at cost                              7,652      5,500

Total Stockholders' Equity                            1,505,396  1,182,982
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $2,666,845  $2,555,776


   The accompanying notes are an integral part of the financial statements.    <PAGE>
                               LOGITEK, INC. 
               STATEMENTS OF INCOME AND RETAINED EARNINGS
                       For the Years Ended June 30,


                                                 1997               1996

Net sales                                    $4,157,472         $3,461,412
Cost of goods sold                            2,549,797          2,046,622
  Gross profit                                1,607,675          1,414,790
Operating expenses:
 Selling                                        291,034            256,411
 General and administrative                     675,343            603,162
 Research and development                       221,180            194,488
  Total operating expenses                    1,187,557          1,054,061
  Income from operations                        420,118            360,729
Other income (expense):
Interest expense                                (81,300)           (90,496)
Interest income                                  10,748             10,742
Other income                                     50,000             55,000 
                                                 ______             ______

  Total other  expense                          (20,552)           (24,754)
  Income before income taxes                    399,566            335,975
Income tax  expense                              75,000             76,000 

  Net income                                    324,566            259,975
Retained earnings, beginning of year            872,127            612,152
Retained earnings, end of year               $1,196,693           $872,127


Per Share Amounts:
Net income                                        $.10             $.08 
Fully diluted earnings per common share           $.09               -

Weighted average shares
  outstanding                                  3,423,730        3,424,000 

    
          
 
The accompanying notes are an integral part of  the financial statements
                 .<PAGE>
            LOGITEK, INC.  
                         STATEMENTS OF CASH FLOWS 
                       For the Years Ended June 30,

                                                     1997             1996


Cash Flows from Operating Activities:
Net income                                            $324,566    $259,975
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation                                           91,441      110,037
(Increase) decrease in operating assets:
Accounts receivable                                   (93,748)     12,976
Inventories                                           (28,008)    (207,038)
Prepaid expenses and other current assets                (351)       4,823
Other assets                                           (3,212)      (3,355)
Increase (decrease) in operating liabilities:
Accounts payable                                       (78,007)     150,937
Accrued expenses                                       (12,054)      74,016
Deferred Taxes                                           9,000          0
      Total adjustments                               (114,939)      142,396
   Net cash provided by operating activities           209,627      402,371

Cash Flows From Investing Activities
Advances to Officer                                        0         (27,000)
Purchases of property,plant and equipment               (39,373)     (88,942)
   Net cash used in investing activities                (39,373)    (115,942)
Cash Flows from Financing  Activities:
Repayment of long-term debt                            (148,284)   (124,701)
Proceeds from long-term debt                              25,000      47,500 
Purchase of Treasury Stock                               (2,152)         0 
   Net cash used in financing activities               (125,436)    (77,201)
Net increase  in cash and equivalents                     44,818     209,228
Cash and cash equivalents, beginning of year             348,979     139,751
Cash and cash equivalents, end of  year                 $393,797    $348,979


SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
  Cash paid during the years for:
   Interest                                             $72,400       82,801
   Income taxes                                         $75,000      $13,270
           Noncash Investing and Financing Activities
During the year ended June 30,1997, a note payable of $23,695 was incurred 
when the Company purchased equipment.
The accompanying notes are an integral part of the financial statements   
              Notes to Financial Statements 
NOTE 1 - Description of Business and Summary of Significant Accounting
Policies:Description of business: 

Logitek, Inc. ("the Company") is engaged in the design, development and
production of electronic power monitoring equipment and electronic power
supplies.  The Company sells its products and provides services to domestic
customers, and to a lesser extent to international customers, and to the 
United States government.

Revenue recognition: 

The Company recognizes sales when merchandise is shipped.  For contracts 
subject to Department of Defense regulations, the Company recognizes revenue
when the earnings process is deemed completed.  

Inventories: 

Inventories are carried at the lower of cost (based on a moving average) or 
market.

Property,plant and equipment and depreciation: 

Property, plant and equipment is recorded at cost.  Expenditures for major 
renewals and betterments to property and equipment are capitalized, and 
expenditures for maintenance and repairs are charged to operations as
incurred.  When assets are retired or otherwise disposed of,their cost and 
related accumulated depreciation are eliminated from the accounts.  Any 
resulting gain or loss is reflected in income.  Depreciation is provided 
using the straight-line method over the estimated useful lives of the 
related assets, which are as follows:
         Buildings and improvements               15 to 31.5 years
         Machinery and equipment                   5 to  7 years
         Furniture and fixtures                         5 to  7 years
         Automobiles                                    5 years

Goodwill: 

Goodwill arose from a 1969 acquisition, is  being reviewed  by management as 
to its  continuing value. The Company believes its value has diminished in 
recent years and is contemplating writing this off to earnings in the near
term.

Income taxes: 

Deferred income tax assets and liabilities are computed annually for 
differences between the financial statement and tax bases of assets and 
liabilities that will result in taxable or deductible amounts in the future 
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.  Valuation allowances are
established when
                                           LOGITEK,INC.
                                    Notes to Financial Statements
 
Note 1- Description of Business and Summary of Significant Accounting 
Policies Income Taxes, Continued:

necessary to reduce deferred tax assets to the amount expected to be realized
Income tax expense is the tax payable or refundable for the period plus or 
minus the change during the period in deferred tax assets and liabilities.
Tax credits are accounted for on the flow-through method.

Research and development costs: 

Research and development costs are expensed as incurred.

Cash and cash equivalents: 

The Company considers all highly liquid debt instruments purchased with a 
maturity date of three months or less to be cash equivalents.  At June 30, 
1997 and June 30, 1996 the Company has cash deposits in banks in excess of 
the maximum amount insured by the Federal Deposit Insurance Corp.

Earnings per share: 

Earnings per share for both years have been presented based on the weighted 
average number of shares outstanding. The treasury stock method was used to
compute earnings per common share. This method assumes that the proceeds to 
be obtained when an option is exercised will be
used to purchase common stock at the average market price during the period.  

Reclassifications:

Certain accounts in the prior year financial statements have been
reclassified for comparative purposes to conform with the presentation in 
the current year financial statements. These reclassifications have no 
effect on previously reported income.

Use of Estimates in the Financial Statements

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 liablilities and disclosure of
contingent assets and liabilities at the date of the financial statements 
and the reported amounts of revenues and expenses during the 
reporting period. Actual results could differ from those estimates.

Advertising Costs
Advertising costs are expensed as incurred.

                                         LOGITEK,INC.
                                 Notes to Financial Statements
Note 1- Description of Business and Summary of Significant Accounting Policies
Fair Value of Financial Instruments

The Company's financial instruments include cash, accounts receivable and 
accounts payable. Due to the short-term nature of these instruments, the 
fair value of these instruments approximate their recorded value. The 
Company has long term debt which it believes is stated at estimated 
fair market value.

Impairment of Long Lived Assets 
In 1996, the Company adopted Statement of Financial Accounting Standards No.
121 "Accounting for the Impairment of Long Lived Assets and for Long Lived
Assets to Be Disposed Of"(SFAS No. 121).The statement requires the 
recognition of an impairment loss for an asset held for use when the 
estimate of undiscounted future cash flows expected to be generated by the 
asset is less than its carrying amount. Measurement of the impairment loss 
is based on fair value of the asset. Generally, fair value will be 
determined using valuation techniques such as the present value of expected 
future cash flows. It was the Company's past policy to measure an
impairment loss for assets held for use based on expected undiscounted 
future cash flows.Adoption of this statement will result in recognition of a
larger loss, based on discounted future cash flows, in the year of 
impairment and lower depreciation charges over the remaining life of
the asset. Since adoption, no impairment losses have been recognized. The 
recognition and measurement of impairment  losses for long-lived assets to 
be disposed of under SFAS No. 121 is consistent with the Company's past 
practice.

Stock- Based Compensation
In October 1995, Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 123 " Accounting for Stock Based 
Compensation"("SFAS No. 123").SFAS No. 123 requires compensation expense to
be recorded (i) using the new fair value method or (ii) using existing
accounting rules prescribed by Accounting Principles Board Opinion No.25,
"Accounting for Stock Issued to Employees" ("APB 25") and related 
interpretations with proforma disclosure of what net income and earnings per
share would have been had the Company adopted the new fair value method. The
Company intends to continue to account for its stock based compensation 
plans in accordance with the provision of APB 25. Had the Company elected
to recognize compensation costs based on the fair value of the options at 
the date of grant as prescribed by SFAS No. 123, there would be no material 
effect from that recognized under APB 25 for the years ended June 30,1997 
and 1996.

NOTE 2 - Inventories 
Inventories consist of the following:

                                                          June 30,           
                                                     1997             1996 
   Raw materials                                   $505,280         $479,414
   Work-in-process                                  326,954         282,155 
   Finished goods                                   213,848         256,505 
       Total                                     $1,046,082      $1,018,074 
                                                              
                                                                         
                                                                         
                         LOGITEK ,INC.
                       Notes to    Financial Statements

   Note 3 - Property, Plant and Equipment 
Property, plant and equipment consists of the following:
                                                                         
                                                        June 30,  1997  1996  
   Land                                              $78,000      $78,000  
   Buildings and improvements                        802,850      802,850  
   Machinery and equipment                         1,150,902    1,111,529  
   Furniture and fixtures                            142,876      142,876  
   Automobiles                                        68,988       68,988  
          Total                                    2,243,616    2,204,243
 
   Less:Accumulated Depreciation                  (1,574,755 ) (1,483,314)  
   Property Plant and Equipment,Net               $  668,861   $  720,929  
                                                             
a)  Depreciation expense charged to operations was $ 91,441 and $ 110,037 
    for the years ended June 30, 1997 and June 30,1996,respectively.
(b)  The cost of equipment under a capital lease and accumulated 
     depreciation on these assets was $ 72,646 and $ 11,994, respectively, 
     at June 30,1997.

NOTE 4 - Related Party Transactions 
The Company has an uncollateralized loan receivable from its president and 
principal stockholder.The loan balance of $30,500 accrues interest at 6%
and is payable on demand.

NOTE 5-Other Assets
Included in Other Assets is $36,024 and $32,811 of restricted cash as of
June 30, 1997 and 1996, respectively, which is held as collateral for the 
mortgage payable to Long Island Development Corp. (See Note 7).
                                          
                                                                         
NOTE 6 - Leases 
Capitalized lease obligation
During the year ended June 30,1997 the Company obtained equipment under a
capital lease expiring in June 2002. During the year ended June 30,1996, the
Company obtained equipment under a capital lease expiring in June 2001. The 
assets and liabilities under capital leases are recorded at the lower of the
present values of the minimum lease payments or the fair values of
the assets. The assets are included in property and equipment and are 
depreciated over their estimated useful lives.As of June 30,1997 , minimum
future lease payments under all capital leases are:
                                                    
                               LOGITEK, INC.
                         Notes to    Financial Statements
Note 6- Leases - Continued
       Year ending                                               Amount
          June 30,   
             1998                                              $   11,783
             1999                                                  13,673
             2000                                                  15,863
             2001                                                  16,145
             2002                                                 4,438  
Total minimum lease payments                                       61,902
Less: current portion                                              11,783
Total long term minimum lease payments                           $ 50,119

Operating leases
The Company leases certain equipment to support its manufacturing and test
capabilities and certain office equipment.  Such leases expire through June 
2000.  Rent expense for the years ended June 30, 1997 and 1996 was $5,252 
and $2,580 respectively. Future minimum rental payments under noncancelable
operating leases as of June 30,1997 are as follows:

                                                                         
                  Year Ending
                     June 30,                               Amount
                                                                   
                      1998                                  $5,252
                      1999                                  5,252
                      2000                                  2,672
                       Total                              $13,176
                                                                  
                                                                   
NOTE 7 - Long-Term Debt 
long-term debt consists of the following:
                                
                                                        June 30,      
                                                     1997           1996 
   
Mortgage payable to NY Job Development
Authority (JDA) in monthly installments
of $2,656 including interest (8.25%  at
June 30, 1997 and 1996) through June 2004,
collateralized by restricted cash, building and                       
mprovements with a net book value of
approximately $406,822 (a)                    $     154,340      $  170,309 
                                                             
                                                                         
                                 LOGITEK  ,INC.
                                Notes to Financial Statements


Note 7- Long Term Debt- Continued
Mortgage payable to Long Island
Development Corp. (LIDC) in monthly
installments of $4,427, including
interest at 14.296% through June 2004,
subordinate to the JDA mortgage,
collateralized by restricted cash, land,
building and improvements with a net 
book value of $406,822  (b)                       229,340         247,755
                                                                  
                                                                         
Notes payable to bank in monthly installments
of $ 3,125 plus interest at 1.5% above prime 
through November 1998, collateralized by 
a secondary lien on all assets
  of the Company (d)                               44,098           81,598
                                                                   
Term loan payable to bank (c)                      116,000         182,750
                                                                  
Total debt                                         543,778         682,412
Less: Current Portion                             (145,182)       (140,491)
Total Long term debt                              $398,596        $541,921
                                          
(a) Interest rate varies in response to market conditions. This mortgage is 
guaranteed by the U.S.Small Business Administration. The loan contains 
restrictive convenants including default if  theCompany defaults on any
superior debt.
b) This mortgage is personally guaranteed by the Company's president and
principal stockholder.  The mortgage contains restrictive covenants which
include, among others, limiting property, plant and equipment additions in
each year, obtaining written consent of the lender prior to incurring 
additional financing obligations and prior to transferring ownership of 
common stock belonging to the Company's president and principal stockholder.
The mortgage is subordinated to the JDA mortgage.
(c)  The term loan payable to bank requires monthly principal payments of
$5,750 plus interest at 2% above the bank's prime rate ( 8.25% at June 30, 
1997) through March 1999.  The note is collateralized by accounts receivable,
inventory and certain machinery and equipment
(d) Interest rate varies in response to market conditions.

Aggregate long-term debt maturities for the five fiscal years subsequent to
June 30, 1997 are:
                                     Year Ending June 30,        Amount  
                                            1998              $145,182 
                                            1999                97,123 
                                            2000                48,991 
                                            2001                55,163 
                                            2002                62,134 
                                           Thereafter          135,185 
                                             Total            $543,778 
                                                                
                                        
                                                                         
                               LOGITEK, INC.
                       Notes to Financial Statements 

Note 8 - Retirement Plans 
The Company has a defined contribution plan for all eligible employees 
under Internal Revenue Code Section 401(k).  The plan states that the 
Company will provide a matching contribution of up to 25% of the first 3% of
a participant's compensation as well as a discretionary payment. 
The Company has recorded expense associated with the plan of  $30,000 and 
$32,735 for the years ended June 30, 1997 and 1996, respectively.The Company 
has an Employee Stock Ownership Plan(ESOP) for the benefit of certain 
employees. As of June 30,1997 all shares in the ESOP have been earned and 
assigned to the respective employee accounts.

Note 9 - Income Taxes 
The provision  for (benefit from) income taxes is as follows:

                                                  Year ended June 30, 
                                               1997               1996 

Deferred : Federal                           $ 9,000           $    0
         : State                                  0                 0     
Current : Federal                              65,000            70,000    
          
 :State                               1,000             6,000
                                             $ 75,000        $   76,000

Deferred income taxes result from temporary differences in the recognition
of expenses for income tax and financial reporting purposes.  Such 
differences result principally from the use for income tax purposes of 
accelerated depreciation.The net deferred tax liability in the accompanying
balance sheets  includes the following amounts of deferred tax assets and 
liabilities:

                                                   1997           1996  

Deferred tax liability                          $  15,380      $ 13,380  
Deferred tax asset                                   0          (34,000) 
Valuation allowance for
 deferred tax asset                                   0          27,000  
   Net deferred tax liability               $      15,380     $  6,380  


Income taxes were different from the amount computed by applying the federal
statutory tax rate to  income before income taxes due to the following:

                                                  1997         1996

Statutory rate                                    34.0          34.0        
State income taxes                                 3.0           1.8
Income tax credits                               (20.5)        (13.2)
Net change in items giving rise to deferred
taxes                                              2.3          0.0


  Effective rate                                  18.8         22.6 




                                   LOGITEK,INC.       
                           Notes to Financial Statements


Note 9-Income Taxes Continued

The components of the deferred tax liability are as follows:
    
    Accumulated  depreciation                              $ 15,380

    Net Deferred Tax Liability                              $ 15,380


Note 10 - Stock  Options 

The following options were granted during the  years ended June 30, 1997 and
June 30,1996.All options as of June 30, 1997 were exercisable for a total
exercise price of $127,380.


                                                SHARES        EXERCISE PRICE 
Balance July 1,1995                            386,000        Various       
   Granted June 30,1996                         10,000         $.25         
Balance June 30,1996                           396,000
   Granted June 30,1997                         10,000         $.50
Balance June 30,1997                           406,000  
   
The exercise price of the options were set at fair market value on the date 
of grant. In the application of APB 25 it was determined that the 
compensation expense was immaterial to our financial statements taken as a 
whole. As of the balance sheet date no options have been exercised.
   

Note 11 - Major Customers 

During the year ended June 30,1997 the Company sold a substantial portion of 
its merchandise to three customers. Net sales to these customers were 
approximately $ 575,000(14%),$868,000 (21%) and $933,000(22%). At June 30,
1997 amounts due from these customers and included in accounts receivable 
were $37,809,$59,545 and $110,769,respectively. During the year ended
June 30,1996, the Company sold a substantial portion of its merchandise to 
three customers. Net sales to these customers  accounted for $469,000 (14%) 
$417,000 (12%) and $ 379,000 (11%) At June 30,1996 amounts due from these 
customers were $0 ,$16,638 and $68,115,respectively.





                                      LOGITEK , INC.
                               Notes to Financial Statements

Note 12 - Settlement Income and Legal Expenses 

The Company incurred legal expenses in 1995 and 1996 as a result of a claim 
filed by the Company in which it  opposed an application by another company 
for the use of Logitek's trade-name.  This claim was settled in the year 
ended June 30,1996 for $105,000 with $55,000 received during the year ended 
June 30,1996 and $50,000 received during the year ended  June
30,1997.

Note 13 - Treasury Stock

Treasury stock at June 30,1997 consists of 187,941 shares at various prices 
per share.


Auditors
Marcum & Kliegman LLP
Certified Public Accountants & Consultants
130 Crossways Park Drive
Woodbury , N.Y. 11797


Transfer Agent
Continental Stock Transfer
& Trust Co.
2 Broadway
New York, N.Y. 10004

Form 10-KSB or additional information about the Company
Stockholders and others interested in obtaining additional information about 
the Company may do so by writing or calling Logitek, Inc., 101 Christopher 
Street., Ronkonkoma, N.Y. 11779,(516) 467-4200.  The Form 10-KSB Annual 
Report will be furnished without charge.


Affirmative Action Policy
It is the policy of Logitek, Inc. that all employees will be judged on the
basis of qualifications and ability, without regard to age, sex, race, creed,
color or national origin, in all personnel actions.  No employee or 
applicant for employment will receive discriminatory treatment because of
physical or mental handicap in regard to any position for which the employee
or applicant is qualified.


Annual Stockholders' Meeting
The annual meeting of stockholders will be held at offices of Logitek, Inc.,
101 Christopher Street., Ronkonkoma, N.Y. 11779 on November 24, 1997 at
6:00 P.M.