UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q

X             QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended March 31, 2007
                                           OR

              TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                          OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from             to

                       Commission File Number           000-20175

                                  NYER MEDICAL GROUP, INC.
                  (Exact name of registrant as specified in its charter)

                         Florida                               01-0469607
              (State or other jurisdiction of               (I.R.S. Employer
              incorporation or organization)                Identification No.)

                 1292 Hammond Street, Bangor, Maine               04401
              (Address of principal executive offices)          (Zip Code)

                                       (207) 942-5273
                   (Registrant's telephone number, including area code)

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  [X]  No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]   Accelerated filer [ ]    Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).         Yes    No   X

As of May 14, 2007 there were 3,978,199 shares of common stock outstanding, par
value $.0001 per share.






                                    1
  FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007

                                      INDEX


                                                                    Page No.
                                                                    --------
                          PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements:

           Consolidated Balance Sheets, March 31, 2007
             and June 30, 2006                                            4
           Consolidated Statements of Operations, Three Months
             Ended March 31, 2007 and March 31, 2006                      6
           Consolidated Statements of Operations, Nine Months
             Ended March 31, 2007 and March 31, 2006                      7
           Consolidated Statements of Cash Flows, Nine Months
             Ended March 31, 2007 and March 31, 2006                      8
           Selected Notes to Consolidated Financial Statements           10

  Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                         17

  Item 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                                 24

  Item 4.  Controls and Procedures                                       24


                          PART II - OTHER INFORMATION

  Item 1.  Legal Proceedings                                             25

  Item 1A. Risk Factors                                                  26

  Item 2.  Unregistered Sales of Equity Securities and Use of
           Proceeds                                                      26

  Item 3.  Defaults Upon Senior Securities                               26

  Item 4.  Submissions of Matters to a Vote of Security Holders          26

  Item 5.  Other Information                                             26

  Item 6.  Exhibits                                                      27

            Signatures                                                   28








                                    2
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007

     Certain statements contained in this report are forward-looking in nature.
These statements are generally identified by the inclusion of phrases such as
"we expect", "we anticipate", "we believe", "we estimate" and other phrases of
similar meaning.  Whether such statements ultimately prove to be accurate
depends upon a variety of factors that may affect our business and operations.
Many of these factors are described in our most recent Annual Report on Form
10-K as filed with Securities and Exchange Commission.

     We make available on our website free of charge our annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to such reports as soon as practicable after we electronically file
such reports with the SEC.  Our website address is www.nyermedicalgroup.com.
The information contained in our website is not incorporated by reference in
this Report.








































                                    3
  FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007

                         PART I - Financial Information

Item 1.  Financial Statements:

                        NYER MEDICAL GROUP, INC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                            March 31,         June 30,
                                              2007              2006
                                              ----              ----
                                           (Unaudited)

Current assets:
  Cash                                     $   829,405       $   814,119
  Accounts receivable, less allowance
   for doubtful accounts of $89,000
   at March 31, 2007 and $143,000
   at June 30, 2006                          4,834,780         5,244,779
  Inventories, net                           6,593,297         6,153,597
  Prepaid expenses and other current
   assets                                      177,715           256,877
  Refundable income taxes                       64,220            42,720
  Current portion of deferred tax
   assets                                      216,000           238,000
                                           -----------       -----------
      Total current assets                  12,715,417        12,750,092
                                           -----------       -----------
Property, plant and equipment, net
 of accumulated depreciation                 1,360,510         1,490,999
                                           -----------       -----------
Goodwill                                       104,463           104,463
Other intangible assets                        600,323           690,635
Long-term portion of deferred
 tax asset                                     372,100           362,000
Other assets                                    51,321            51,321
                                           -----------       -----------
                                             1,128,207         1,208,419
                                           -----------       -----------

      Total assets                         $15,204,134       $15,449,510
                                           ===========       ===========








     See accompanying notes to consolidated financial statements.

                                    4
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                       NYER MEDICAL GROUP, INC AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS

                           LIABILITIES AND SHAREHOLDERS' EQUITY

                                            March 31,         June 30,
                                              2007              2006
                                              ----              ----
                                           (Unaudited)

Current liabilities:

  Current portion of long-term debt        $   187,306       $   190,728
  Line of credit                               100,000                 -
  Accounts payable                           3,530,799         3,694,954
  Accrued payroll and related taxes            596,595           592,558
  Accrued expenses and other liabilities       128,858           268,936
  Income taxes payable                          47,000           135,000
  Liabilities to be disposed of from
   discontinued operations                     298,628           298,628
                                           -----------       -----------
            Total current liabilities        4,889,186         5,180,804
                                           -----------       -----------

Long-term debt, net of current
  portion                                      152,145           291,739
                                           -----------       -----------
Minority interest                            1,763,662         1,648,029
                                           -----------       -----------

Shareholders' equity:
  Preferred stock                                    1                 1
  Common stock                                     398               398
  Additional paid-in capital                18,082,387        18,047,110
  Accumulated deficit                       (9,683,645)       (9,718,571)
                                            ----------       -----------
            Total shareholders'
             equity                          8,399,141         8,328,938
                                           -----------       -----------
            Total liabilities and
             shareholders' equity          $15,204,134       $15,449,510
                                           ===========       ===========











     See accompanying notes to consolidated financial statements.
                                    5

FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

                                            For the three months ended
                                             March 31,       March 31,
                                               2007            2006
                                               ----            ----
Revenues:
  Sales                                   $16,781,341      $15,273,141
  Dispensing fees                             577,785          482,759
                                          -----------      -----------
      Total revenues                       17,359,126       15,755,900

Costs and expenses:
  Cost of sales                            13,214,989       11,912,352
  Selling, general and administrative
   expenses                                 4,020,308        3,485,247
  Depreciation and amortization               125,912          146,640
                                          -----------      -----------
      Total costs and expenses             17,361,209       15,544,239
                                          -----------      -----------
  Operating (loss) income                      (2,083)         211,661
                                          -----------      -----------
Other income (expense):
  Interest expense                             (5,658)          (1,712)
  Interest income                               4,921            8,218
  Other                                        18,445           51,437
                                          -----------      -----------
      Total other income                       17,708           57,943
                                          -----------      -----------
Income before income taxes and
  minority interest                            15,625          269,604

Provision for income taxes                    (49,300)        (137,620)

Minority interest expense, net
  of income taxes expense                     (34,244)         (30,923)
                                          -----------      -----------
Net (loss) income                         $   (67,919)     $   101,061
                                          ===========      ===========
Basic (loss) income per share:            $      (.02)     $       .03
                                          ===========      ===========
Weighted average common
  shares outstanding, basic                 3,978,199        3,978,199
                                          ===========      ===========
Diluted (loss) income per share:          $      (.02)     $       .02
                                          ===========      ===========
Weighted average common
  shares outstanding, diluted               4,159,227        4,278,514
                                          ===========      ===========



             The accompanying notes are an integral part of the consolidated
                                   financial statements.
                                    6
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

                                            For the nine months ended
                                             March 31,       March 31,
                                               2007            2006
                                             ----            ----
Revenues:
  Sales                                   $50,367,536      $45,369,009
  Dispensing fees                           1,610,322        1,250,024
                                          -----------      -----------
      Total revenues                       51,977,858       46,619,033

Costs and expenses:
  Cost of sales                            39,627,924       35,481,447
  Selling, general and administrative
    expenses                               11,656,841       10,126,556
  Depreciation and amortization               400,395          369,656
                                          -----------      -----------
      Total costs and expenses             51,685,160       45,977,659
                                          -----------      -----------
  Operating income                            292,698          641,374
                                          -----------      -----------
Other income (expense):
  Interest expense                            (18,297)          (6,367)
  Interest income                              14,977           21,812
  Other                                        57,481           54,305
                                          -----------      -----------
      Total other income                       54,161           69,750
                                          -----------      -----------
Income before income taxes and
  minority interest                           346,859          711,124

Provision for income taxes                   (196,300)        (325,970)

Minority interest expense, net
  of income taxes expense                    (115,633)         (98,400)
                                          -----------      -----------
Net income                                $    34,926      $   286,754
                                          ===========      ===========
Basic income per share:                   $       .01      $       .07
                                          ===========      ===========
Weighted average common
   shares outstanding, basic                3,978,199        3,978,199
                                          ===========      ===========
Diluted income per share:                 $       .01      $       .07
                                          ===========      ===========
Weighted average common
   shares outstanding, diluted              4,241,032        4,293,053
                                          ===========      ===========



             The accompanying notes are an integral part of the consolidated
                                   financial statements.
                                    7
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS, (unaudited)

                                            For the nine months ended
                                             March 31,       March 31,
                                               2007            2006
                                               ----            ----
Cash flows from operating activities:

  Net income                               $     34,926     $    286,754

  Adjustments to reconcile net income
   to net cash provided by (used in)
   operating activities:
  Depreciation                                  310,083          306,755
  Amortization                                   90,312           62,901
  Stock-based compensation expense               35,277           31,662
  Deferred income tax                            11,900                -
  Minority interest                             115,633           98,400
  Changes in working capital                   (360,237)      (1,688,118)
                                           ------------     ------------
 Net cash flows provided by (used in)
  operating activities from continuing
  operations                                    237,894         (901,646)
                                           ------------     ------------
Cash flows from investing activities:

 Purchase of property, plant and
   equipment, net                              (179,592)        (384,269)
                                           ------------     ------------
 Net cash flows used in investing
   activities                                  (179,592)        (384,269)
                                           ------------     ------------
Cash flows from financing activities:

 Proceeds from line of credit                   100,000                -
 Proceeds from issuance of long-term debt             -           21,651
 Payments on long-term debt                    (143,016)         (95,409)
                                           ------------     ------------
 Net cash flows used in financing
  activities                                   ( 43,016)         (73,758)
                                           ------------     ------------
 Net cash flows provided by
  discontinued activities                             -            1,541
                                           ------------     ------------
Net increase (decrease) in cash                  15,286       (1,358,132)

Cash at beginning of period                     814,119        1,993,905
                                           ------------     ------------
Cash at end of period                      $    829,405     $    635,773
                                           ============     ============

            The accompanying notes are an integral part of the consolidated
                                  financial statements.
                                          continued
                                    8
  FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                          NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS, (unaudited), continued

                                            For the nine months ended
                                             March 31,      March 31,
                                               2007            2006
                                               ----            ----
 Changes in working capital:

  Accounts receivable                      $    409,999     $   (513,131)
  Inventories                                  (439,700)        (208,886)
  Prepaid expenses and other current
   assets                                        79,162           72,226
  Refundable income taxes                       (21,500)               -
  Accounts payable                             (164,157)      (1,017,002)
  Accrued payroll and related taxes               4,037           25,348
  Accrued expenses and other liabilities       (140,078)          43,934
  Income tax payable                            (88,000)         (90,607)
                                           ------------     ------------
      Net change                           $   (360,237)    $ (1,688,118)
                                           ============     ============

  Supplemental disclosures of cash flow information:

                                            For the nine months ended
                                             March 31,       March 31,
                                               2007            2006
                                               ----            ----
Cash paid during the period for:

Interest                                   $     12,749     $      6,460
                                           ============     ============
Income taxes                               $    367,693     $    377,019
                                           ============     ============





















                                    9
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                        NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Accounting Policies:
   -------------------
Basis of Presentation

     The consolidated financial statements included herein have been prepared
by the Company, without audit, in accordance with accounting principals
generally accepted in the United States of America and pursuant to the rules
and regulations of the Securities and Exchange Commission.  Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with accounting principals generally accepted in the United States
of America have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate
to make the information presented not to be misleading.  In the opinion of
management, the amounts shown reflect all adjustments necessary to present
fairly the financial position and results of operations for the periods
presented.  All such adjustments are of a normal recurring nature.

     It is suggested that the financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's Form
10-K/Amendment No. 1 for the year ended June 30, 2006.

     Reclassifications

     Prior year information is reclassified whenever necessary to conform to
current year's presentation.

2.  Stock Based Compensation:
    ------------------------
     The Company adopted Statement of Financial Accounting Standards (SFAS) No.
123R, "Share-Based Payment," effective July 1, 2005, which requires companies
to record compensation expense for stock options issued to employees or
non-employee directors at the fair value of the options.

     The Company adopted SFAS No. 123R using the "modified prospective
application" and, therefore, financial statements from periods ending prior to
July 1, 2005 have not been restated.  As a result of adopting SFAS No. 123R, the
Company recorded stock based compensation expenses of $12,432 and $9,862 for
the three months ended March 31, 2007 and 2006, respectively.  The Company
recorded stock based compensation expenses of $35,277 and $31,662 for the nine
months ended March 31, 2007 and 2006, respectively.

3.  Restricted Assets and Uncertainties
    -----------------------------------
     The Pharmacy acquisition agreements, described below, include provisions
whereby the pharmacies pay a specific management fee to its parent.  In
addition, such agreements provide that the Shareholders (as defined below)
manage day-to-day operations of the pharmacies, which has included cash
management.

     In August of 1996, the Company and the shareholders of D.A.W. entered into
a stock exchange agreement and plan of reorganization whereby the Company
acquired by exchange with the sellers 80% of the issued and outstanding stock
of D.A.W.  The Board of Directors of D.A.W. is comprised of five members, two
                                    10
  FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
           SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

3.  Restricted Assets and Uncertainties, continued
    -----------------------------------

designated by the minority shareholders (the "Shareholders")and two designated
by the Company and a fifth director not affiliated with the Shareholders or the
Company.  The fifth seat on the board is vacant.

     As part of an associated shareholders' agreement, the Company and the
Shareholders will not vote any of their shares in favor of, or consent to any
merger of D.A.W. with another entity or any sale of all or substantially all
of the assets of D.A.W. unless 80% of the D.A.W.'s Board of Directors vote
in favor of the transaction.

     Four of the five Shareholders (and the husband of another Shareholder)
had employment agreements which expired in August 2006.  When the agreements
expired, the Shareholders had the right to require the Company to purchase all
or any portion of their shares of D.A.W.

     In August 2006, the Company and the employees agreed to enter into oral
employment agreements on the same terms as the expired agreements.  However,
the employees and the Company are presently negotiating new employment
agreements and/or a buy out agreeable to all parties.  There is no assurance
that the Company will be able to successfully negotiate employment agreements
and/or raise the capital necessary to buy out the Shareholders.

     In August 2006, the Company entered into an Agreement with the
Shareholders which is stated/accomplished the following:

     The Company acknowledges that 100% of the shares of the subsidiaries of
the Company (the "Subsidiaries") held by each Shareholder (the "Put Shares")
have been offered to the Company for purchase.

     The Shareholders agree to refrain from requiring the Company to immediately
pay the fair market value of the Put Shares until the earlier of (i) the closing
of the transaction(s) among the Company, the Shareholders and the Subsidiaries
with respect to the potential purchase by the Company of all of the shares held
by the Shareholders in the Subsidiaries (the "Purchase"), which may be
accomplished by payment in full of immediately available funds, and (ii) July
15, 2007.

     The Company agrees to pay $16,665 per month in total to certain
Shareholders from the first business day of August, 2006 until the earlier
of (i) the closing of the Purchase, and (ii) December 15, 2006; and $33,335 per
month from and after December 16, 2006 until the closing of the Purchase.

     D.A.W. agrees to advance to the Company the amounts necessary to make the
monthly payments (with interest at the applicable federal rate) upon the
earlier of (i) the closing of the Purchase, and (ii) July 15, 2007.

     The Company pledged 2.5 percent of its holdings in D.A.W. as collateral
for the monies advanced to the Company by D.A.W. to make the monthly payments
noted above.
                                    11
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

3.  Restricted Assets and Uncertainties, continued
    -----------------------------------

     The parties to the Agreement agreed that the fair market value of all of
the shares of the Subsidiaries held by the Shareholders is $4 million.

     Should an agreement not be reached and/or capital not be raised, the
Company will be faced with a number of uncertainties:

     If an agreement has not been finalized by July 15, 2007, the Shareholders
could seek employment elsewhere.  This would, in the short run, leave no
management team for the pharmacies and cause the Company to have to assemble an
entire new management team.

     The lease for the largest and most profitable location, which is
owned by the mother of D.A.W.'s president, was renewed in October of 2006 for
five years with an option for an additional five years.  Should the agreement
mentioned above not be negotiated successfully, the owner has the option to
cancel the lease.

     There is no assurance that management's business plan will be successful.
If the capital cannot be raised before the required date for the Put Shares
to be purchased by the Company, then the Shareholders may enforce their rights
to have the Put Shares purchased.  At this time, if the Company does not have
an alternative plan to satisfy the Shareholders, the Shareholders may than
seek to enforce their rights in a manner which would be materially adverse
to the Company and its shareholders.  The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

4.  Other intangible assets:
    -----------------------
    The following is a summary of other intangible assets:

    March 31, 2007       Amortization               Accumulated
                         Period (years)   Cost      Amortization      Net
                         -------------    ----      ------------      ---
    Prescription lists        8.9     $  751,500      $201,993      $549,507
    Non-compete agreements     .9        340,000       289,184        50,816
                                      ----------      --------      --------
        Totals                        $1,091,500      $491,177      $600,323
                                      ==========      ========      ========

    June 30, 2006        Amortization               Accumulated
                         Period (years)   Cost      Amortization      Net
                         -------------    ----      ------------      ---
    Prescription lists        9.8     $  751,500      $156,132      $595,368
    Non-compete agreements    1.8        340,000       244,733        95,267
                                      ----------      --------      --------
        Totals                        $1,091,500      $400,865      $690,635
                                      ==========      ========      ========
    Amortization expense of intangible assets was $90,312 and $62,901 for the
nine months ended March 31, 2007 and 2006, respectively.
                                    12
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

4.  Other intangible assets: continued,
    -----------------------
     Based on the balance of intangible assets at March 31, 2007, the
amortization expense for each of the succeeding fiscal years is estimated to
be as follows:
                      Year              Amortization amount
                      ----              -------------------
                      2007                 $ 29,696
                      2008                   97,000
                      2009                   61,000
                      2010                   61,000
                      2011                   61,000
                      Thereafter            290,627
                                           --------
                        Total              $600,323
                                           ========
5.  Discontinued operations:
    -----------------------
     The following table shows liabilities of discontinued operations (fire
and police segment) at March 31, 2007 and June 30, 2006:

                                           March 31,     June 30,
                                             2007          2006
                                             ----          ----
   Accounts payable                        $251,957       $251,852
   Accrued expenses and other
     liabilities                             46,671         46,776
                                           --------       --------
       Total liabilities                   $298,628       $298,628
                                           ========       ========
6.  Earnings per share:
    ------------------
     The following data show the amounts used in computing earnings per share
and the weighted average number of share of diluted potential common stock
at March 31:
                               Three months ended     Nine months ended
                                    March 31,              March 31,
                                2007       2006        2007        2006
                                ----       ----        ----        ----
Weighted average number of
 common shares used in basic
 EPS                          3,978,199   3,978,199   3,978,199   3,978,199
Stock options                   181,028     300,315     262,833     314,854
                              ---------   ---------   ---------   ---------
Weighted average number of
 common shares used in
 diluted EPS                  4,159,227   4,278,514   4,241,032   4,293,053
                              =========   =========   =========   =========
Options not included in
 calculation due to
 anti-dilution                  807,920     752,600     803,920     748,600
                              =========   =========   =========   =========
                                    13
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                     NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

7.  Contingencies:
    -------------
     Legal proceedings
     -----------------

    The Company is subject to various legal proceedings and threatened legal
proceedings from time to time as part of its business.

     In April, 2006, a former employee of the pharmacy segment filed a civil
action against the pharmacy segment in the United States District Court for the
District of Massachusetts, alleging that the pharmacy segment improperly
classified its pharmacists as exempt from the overtime requirements of the Fair
Labor Standards Act and failed to make overtime payments to them under the FLSA
and an analogous state law.  The former employee sought payment of overtime from
April 2003 through April 2006, penalties and attorney's fees.  The action
originally was brought as a class action.  On October 20, 2006, the pharmacy
segment and the former employee settled this matter with the pharmacy segment
agreeing to pay the former employee the total amount of $15,000.

     In April, 2006, the former employee also filed a Charge of Discrimination
with the Massachusetts Commission Against Discrimination ("MCAD") against the
pharmacy segment and an officer of the pharmacy segment, alleging that the
former employee was subjected to discrimination and sexual harassment that
resulted in her constructive termination.  The pharmacy segment filed a position
statement with the MCAD on June 26, 2006 denying the allegations and requesting
that the MCAD issue a lack of probable cause finding and dismiss the charge.
On August 16, 2006, the former employee withdrew the Charge of Discrimination
from the MCAD, and, the next day, filed a civil action in the Middlesex Division
of the Superior Court Department of the Massachusetts Trial Court raising
allegations identical to those in the MCAD charge.  The complaint seeks back
pay, emotional distress and punitive damages and attorneys' fees in unspecified
amounts.  The pharmacy segment filed its answer on September 14, 2006, and
discovery has commenced.  The likelihood of success of this litigation matter
has not yet been determined.  Accordingly the Company cannot determine at this
time if the claim is material.  The parties have agreed to attempt to mediate
the claim.  As of May 1, 2007, the parties have suspended discovery by agreement
and are in the process of selecting a mediator.  The Company estimates that the
mediation will take place in June 2007.  If the matter is not resolved by
mediation, the parties will continue with the litigation.

     Anton Investments, Inc. and Conway Associates, Inc. have litigation
threatened against them with respect to amounts owed.  The entities have not yet
determined the likelihood of success of these potential litigation matters.  The
Company does not believe that the dollar amount of possible damages regarding
these litigation matters threatened would be material.  Even if these matters
were all decided in a manner adverse to the Company, there would not likely be a
material adverse affect on the Company and its subsidiaries.  It should be noted
that this paragraph describes litigation which has been threatened but for which
no complaint has been filed against the Company or any of its subsidiaries.  It
is possible that no suit will be filed with respect to these matters.

     Any potential litigation, regardless of its merits, could result in costs
                                    14
    FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                     NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

7.  Contingencies: continued,
    -------------

     Legal proceedings, continued,
     -----------------

to the Company and divert management's attention from operations.

8.  Business Segments:
    -----------------
     The Company had two business segments for three months ended and nine
months ended March 31: (1) pharmacies and (2) wholesale and retail sales of
surgical, medical equipment and supplies ("medical").  Business segments are
determined by the management approach which analyses segments based on products
or services offered for sale.  Corporate assets include assets of discontinued
operations.

     Net revenues
                         Three months ended              Nine months ended
                             March 31,                      March 31,
                         2007         2006              2007          2006
                         ----         ----              ----          ----
      Pharmacies     $16,134,628   $13,999,485      $47,828,984   $41,023,523
      Medical          1,224,498     1,756,415        4,148,874     5,595,510
                     -----------   -----------      -----------   -----------
                     $17,359,126   $15,755,900      $51,977,858   $46,619,033
                     ===========   ===========      ===========   ===========

     Operating (loss) income

                         Three months ended              Nine months ended
                             March 31,                      March 31,
                         2007         2006              2007          2006
                         ----         ----              ----          ----
      Pharmacies     $   321,727   $   290,696      $ 1,027,730   $   916,472
      Medical           (101,393)       47,914         (150,661)      121,764
      Corporate         (222,417)     (126,949)        (584,371)     (396,862)
                     -----------   -----------      -----------   -----------
                     $    (2,083)  $   211,661      $   292,698   $   641,374
                     ===========   ===========      ===========   ===========

     Identifiable assets
                                                            March 31,
                                                        2007          2006
                                                        ----          ----
      Pharmacies                                    $13,142,777   $11,948,217
      Medical                                         1,294,580     1,477,008
      Corporate                                         766,777       193,360
                                                    -----------   -----------
                                                    $15,204,134   $13,618,585
                                                    ===========   ===========

                                    15
 FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                     NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

  8.  Business Segments: continued,
      -----------------

     Capital expenditures

                         Three months ended              Nine months ended
                             March 31,                      March 31,
                         2007         2006              2007          2006
                         ----         ----              ----          ----
      Pharmacies     $    18,232   $   113,942      $   160,542   $   358,758
      Medical                  -         3,231           19,050        25,511
                     -----------   -----------      -----------   -----------
                     $    18,232   $   117,173      $   179,592   $   384,269
                     ===========   ===========      ===========   ===========
     Depreciation and Amortization

                         Three months ended              Nine months ended
                             March 31,                      March 31,
                         2007         2006              2007          2006
                         ----         ----              ----          ----

      Pharmacies     $   113,135   $   125,598        $   360,125   $   314,721
      Medical             12,777        21,042             40,270        54,935
                     -----------   -----------        -----------   -----------
                     $   125,912   $   146,640        $   400,395   $   369,656
                     ===========   ===========        ===========   ===========

     Interest expense

                         Three months ended              Nine months ended
                             March 31,                      March 31,
                         2007         2006              2007          2006
                         ----         ----              ----          ----

      Pharmacies     $     5,606   $     1,570        $    18,032   $     5,611
      Medical                 52           142                265           756
                     -----------   -----------        -----------   -----------
                     $     5,658   $     1,712        $    18,297   $     6,367
                     ===========   ===========        ===========   ===========
     Income taxes

                          Three months ended              Nine months ended
                             March 31,                      March 31,
                         2007         2006              2007          2006
                         ----         ----              ----          ----

      Pharmacies     $   137,000   $   160,450        $   409,000   $   387,550
      Medical            (34,000)       14,800            (49,800)       45,000
      Corporate          (53,700)      (37,630)          (162,900)     (106,580)
                     -----------   -----------        -----------   -----------
                     $    49,300   $   137,620        $   196,300   $   325,970
                     ===========   ===========        ===========   ===========
                                    16
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Results of Operations:
---------------------

     The following discussion provides information with respect to our results
of operations, liquidity, and capital resources on a comparative basis for the
three months ended March 31, 2007 and 2006 and the nine months ended March 31,
2007 and 2006.

Net Revenues:

     Total revenues for the three months ended March 31, 2007 increased by
$1,603,226 or 10.2% to $17,359,126 from $15,755,900 for the three months ended
March 31, 2006.  Total revenues for the nine months ended March 31, 2007
increased by $5,358,825 or 11.5% to $51,977,858 from $46,619,033 for the nine
months ended March 31, 2006.

     The following table shows revenues by business segment for the three months
ended and the nine months ended March 31:

Business Segment
----------------
                Three months ended                 Nine months ended
                   March 31,                          March 31,
               2007          2006      %          2007          2006      %
               ----          ----      -          ----          ----      -
Pharmacies  $16,134,628  $13,999,485  15.3    $47,828,984  $41,023,523   16.6
Medical       1,224,498    1,756,415 (30.3)     4,148,874    5,595,510  (25.9)
            -----------  -----------          -----------  -----------
            $17,359,126  $15,755,900  10.2    $51,977,858  $46,619,033   11.5
            ============ ===========          ============ ===========

    The pharmacies segment's revenues increased $2,135,143 to $16,134,628 or
15.3% for the three months ended March 31, 2007 as compared to $13,999,485 for
the three months ended March 31, 2006.  The pharmacies' revenues (excluding
dispensing fees) increased $2,040,116 to $15,556,843 or 15.1% for the three
months ended March 31, 2007 as compared to $13,516,726 for the three months
ended March 31, 2006.  The pharmacy segment acquired a new location in April
2006, which accounts for approximately $1,088,501 or 46.6% of the increase for
the three months ended March 31, 2007.  The remainder of the increase was due
to the success of marketing initiatives directed at specialty niches as well as
the maturation of the company's location located within Children's Hospital
Boston at Waltham.  Dispensing fees revenue increased $95,026 to $577,785 or
19.7% for the three months ended March 31, 2007 as compared to $482,759 for the
three months ended March 31, 2006.  The pharmacies commenced dispensing
prescriptions under two new contracts (June 2006 and January 2007) with
federally qualified health centers (FQHC), which accounted for $43,650 of the
increase.  The remainder of increase was due to increased market penetration
within existing health center relationships due to increased patient awareness
and health center staff commitment to the health center pharmacies. Dispensing
                                    17

FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS, continued,

Results of Operations: continued,
---------------------
Net revenues: continued,

fees revenue is recognized from contracts with FQHC.  The pharmacies manage
three pharmacies owned by FQHC.  The pharmacies also have contracts to provide
pharmacy services to patients of three other FQHC.  The pharmacies maintain a
segregated inventory owned by the health centers for the purpose of dispensing
prescriptions to health center patients.  They recognize dispensing fees when a
prescription is dispensed from the segregated inventory owned by the FQHC.

    The pharmacies segment's revenues increased $6,805,461 to $47,828,984 or
16.6% for the nine months ended March 31, 2007 as compared to $41,023,523 for
the nine months ended March 31, 2006.  The pharmacies' revenues (excluding
dispensing fees) increased $6,445,163 to $46,218,662 or 16.2% for the nine
months ended March 31, 2007 as compared to $39,773,499 for the nine months
ended March 31, 2006.  The pharmacy segment acquired a new location in April
2006, which accounts for approximately $3,338,300 or 49.1% of the increase for
the nine months ended March 31, 2007.  The remainder of the increase was due to
the success of marketing initiatives directed at specialty niches as well as the
maturation of the company's location located within Children's Hospital Boston
at Waltham.  Dispensing fees revenue increased $360,298 to $1,610,322 or 28.8%
for the nine months ended March 31, 2007 as compared to $1,250,024 for the nine
months ended March 31, 2006.  The pharmacies commenced dispensing prescriptions
under two new contracts (June 2006 and January 2007) with FQHC, which accounted
for approximately $62,000 of the increase.  The remainder of the increase is
described above.

     The medical segment's sales decreased $531,917 to $1,224,498 or 30.3% for
the three months ended March 31, 2007 as compared to $1,756,415 for the three
months ended March 31, 2006.  Approximately $326,000 of the decrease was due to
the medical segment continuing to be pressured by regional and national buying
groups able to command larger discounts from manufacturers whom are able to
offer on-line purchasing, inventory controls as well as larger competitors who
offer lower prices and the loss of a salesman to a competitor in January 2007.
Internet sales decreased by approximately $206,000 due to lower equipment
sales as the Company has increased prices for equipment eliminating unprofitable
sales.  Also, Internet sales have decreased due to increased competition.

     The medical segment's sales decreased $1,446,636 to $4,148,874 or 25.9% for
the nine months ended March 31, 2007 as compared to $5,595,510 for the nine
months ended March 31, 2006.  Approximately $643,600 of the decrease was due to
the medical segment continuing to be pressured by regional and national buying
groups able to command larger discounts from manufacturers whom are able to
offer on-line purchasing, inventory controls as well as larger competitors who
offer lower prices and the loss of a salesman to a competitor in January 2007.
Internet sales decreased by approximately $803,000 due to lower equipment
sales as the Company has increased prices for equipment eliminating unprofitable
sales.  Also, Internet sales have decreased due to increased competition and due
to switching to a new website platform which does not contain all of the
Company's products.                 18
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS, continued,

Results of Operations: continued,
---------------------
Profit Margins:

     The overall profit margins, not including dispensing fees, were 21.3% for
the three months ended March 31, 2007 as compared to 22.0% for the three months
ended March 31, 2006.  Overall profit margins were 21.3% for the nine months
ended March 31, 2007 as compared to 21.8% for the nine months ended March 31,
2006.  Dispensing fees were eliminated since they do not have a direct cost of
sales.

     The following is a table of profit margins percentages by business segment
for the three months ended and nine months ended March 31:

Business Segment
----------------           Three months ended              Nine months ended
                               March 31,                      March 31,
                           2007         2006              2007          2006
                           ----         ----              ----          ----
    Pharmacies             20.7%       20.6%              20.7%         20.5%
    Medical                28.9%       30.7%              27.7%         33.2%

     The pharmacies segment's profit margins increased by .1% to 20.7% for the
three months ended March 31, 2007 as compared to 20.6% for the three months
ended March 31, 2006 due to additional volume discounts on purchases.

     The pharmacies segment's profit margins increased by .2% to 20.7% for the
nine months ended March 31, 2007 as compared to 20.5% for the nine months ended
March 31, 2006.

     The medical segment's profit margins decreased 1.8% to 28.9% for the three
months ended March 31, 2007 as compared to 30.7% for the three months ended
March 31, 2006 due to continued pressure from regional and national buying
groups are able to command larger discounts from manufacturers, are able to
offer on-line purchasing and inventory controls. Also, increased pressure
continues from larger competitors who offer lower prices.

     The medical segment's profit margins decreased 5.5% to 27.7% for the nine
months ended March 31, 2007 as compared to 33.2% for the nine months ended March
31, 2006.  This segment continues to experience pressure on its cost of sales as
described above.

Selling, General and Administrative Expenses.

     Consolidated selling, general and administrative expenses ("S,G&A")
increased 15.4% for the three months ended March 31, 2007 to $4,020,308 as
compared to $3,485,247 for the three months ended March 31, 2006.  Consolidated
selling, general and administrative expenses increased 15.1% for the nine months
ended March 31, 2007 to $11,656,841 as compared to $10,126,556 for the nine
months ended March 31, 2006.
                                    19
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS, continued,

Results of Operations: continued,
---------------------
Selling, General and Administrative Expenses: continued,

Business Segment
----------------
                Three months ended                 Nine months ended
                    March 31,                          March 31,
               2007          2006       %         2007          2006      %
               ----          ----       -         ----          ----      -
Pharmacies  $ 3,369,972   $ 2,844,993  18.5    $ 9,764,436   $ 8,188,002  19.3
Medical         427,919       513,304 (16.6)     1,308,034     1,541,692 (15.2)
Corporate       222,417       126,950  75.2        584,371       396,862  47.2
            -----------   -----------          -----------   -----------
            $ 4,020,308   $ 3,485,247  15.4%   $11,656,841   $10,126,556  15.1%
            ============  ===========          ============  ===========

     The pharmacies' S,G&A expenses increased $524,979 to $3,369,972 or 18.5%
for the three months ended March 31, 2007 as compared to $2,844,993 for the
three months ended March 31, 2006, mainly due to increased labor costs of
approximately $442,600. The increased labor costs consisted of approximately
$272,000 due to the short supply of pharmacists and pharmacy technicians and
additional personnel due to growth in revenues.  Approximately $126,000 of the
increase was due to a pharmacy opened in April 2006 and $44,600 for a location
opened in January 2007.  The balance of the increase was composed of legal
expense of $56,600 primarily due to litigation expense, rent expense of $36,925
due to additional locations and rent increases, equipment rental of $19,120,
insurance expense of $10,650 with the remaining $13,000 consisting of a
combination of miscellaneous operating expenses.  The increases were offset
by reductions in LIFO expense of $25,000, store supplies of $14,300 and
advertising expense of $14,700.

     The pharmacies' S,G&A expenses increased $1,576,434 to $9,764,436 or 19.3%
for the nine months ended March 31, 2007 as compared to $8,188,002 for the nine
months ended March 31, 2006, mainly due to increased labor costs of
approximately $1,181,181. The increased labor costs consisted of approximately
$755,800 due to the short supply of pharmacists and pharmacy technicians and
additional personnel due to growth in revenues. Approximately $379,500 of the
increase was due to a pharmacy opened in April 2006 and $44,600 for a location
opened in January 2007.  The balance of the increase was composed of legal
expense of $107,200 primarily due to litigation expense, rent expense of
$103,800 due to additional locations and rent increases, equipment rental of
$88,145, advertising expense of $74,500, insurance expense of $30,450, utilities
expense of $25,000, store supplies of $19,500 with the remaining $94,000
consisting of a combination of miscellaneous operating expenses.  The increases
were offset by a reduction in LIFO expense of $141,600.

     The medical segment's S,G&A expenses decreased $85,385 or 16.6% to
$427,919 for the three months ended March 31, 2007 as compared to $513,304 for
the three months ended March 31, 2006.  The decrease was due to the following: a
                                    20
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS, continued,

Results of Operations: continued,
---------------------

Selling, General and Administrative Expenses: continued,

reduction in sales related expenses of $56,110, a decrease in the allowance for
bad debt expense of $10,000 and reduced bulk inventory storage costs of $5,700
and the remainder of the decrease consisted of miscellaneous operating expenses
of $22,575.

     The medical segment's S,G&A expenses decreased $233,658 or 15.2% to
$1,308,034 for the nine months ended March 31, 2007 as compared to $1,541,692
for the nine months ended March 31, 2006.  The decrease was due to the
following: a decrease in the allowance for bad debt expense of $50,000, a
reduction in sales related expenses of $93,610, decrease in shipping charges of
$23,800 and reduced bulk inventory storage costs of $26,200 and the remainder of
the decrease consisting of miscellaneous operating expenses of $40,000.

     The Corporate segment's overhead increased by $95,467 or 75.2% to $222,417
for the three months ended March 31, 2007 as compared to $126,950 for the three
months ended March 31, 2006 due to a combination of the following: an increase
in fees paid to the minority shareholders for an extension of $99,990 (for
additional information see note 3, restricted assets and uncertainties), an
increase in Nasdaq Stock Market listing fees of $10,000 and a decrease in legal
and accounting costs of $23,500.

     The Corporate segment's overhead increased by $187,509 or 47.2% to $584,371
for the nine months ended March 31, 2007 as compared to $396,862 for the nine
months ended March 31, 2006 due to a combination of the following: an increase
in fees paid to the minority shareholders for an extension of $191,650 (for
additional information see note 3, restricted assets and uncertainties),
increased board and audit committee expenses of $12,000, an increase in Nasdaq
Stock Market listing fees of $10,000 and a reduction in personnel costs of
approximately $28,700.

Interest Expense:

      Interest expense increased by $3,946 or 230.5% for the three months ended
March 31, 2007 to $5,658 as compared to $1,712 for the three months ended March
31, 2006.  Interest expense increased by $11,930 or 187.4% for the nine months
ended March 31, 2007 to $18,297 as compared to $6,367 for the nine months ended
March 31, 2006.








                                    21
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS, continued,

Results of Operations: continued,
---------------------

Interest Expense: continued,

     The following table shows the breakdown of interest expense by business
segment for the three months ended and nine months ended March 31:

Business Segment
----------------
                Three months ended              Nine months ended
                     March 31,                      March 31,
                 2007          2006   %         2007          2006      %
                 ----          ----   -         ----          ----      -
Pharmacies $     5,606   $     1,570  257.1  $    18,032   $     5,611  221.4
Medical             52           142  (63.4)         265           756  (64.9)
           -----------   -----------         -----------   -----------
           $     5,658   $     1,712  230.5  $    18,297   $     6,367  187.4
           ===========   ===========         ===========   ===========

     The pharmacies' interest expense increased $4,036 or 257.1% to $5,606 for
the three months ended March 31, 2007 as compared to $1,570 for the three months
ended March 31, 2006 due to a note for the acquisition of a pharmacy in April
2006.

     The pharmacies' interest expense increased $12,421 or 221.4% to $18,032 for
the nine months ended March 31, 2007 as compared to $5,611 for the nine months
ended March 31, 2006 due to interest on a note for the acquisition of a pharmacy
in April 2006.

Minority Interest:

     Minority interest for the pharmacy segment increased by $3,321 or 10.7% to
$34,244 for the three months ended March 31, 2007 as compared to $30,923 for the
three months ended March 31, 2006 due to higher net income in the pharmacy
segment.

     Minority interest for the pharmacy segment increased by $17,233 or 17.5% to
$115,633 for the nine months ended March 31, 2007 as compared to $98,400 for the
nine months ended March 31, 2006 due to higher net income in the pharmacy
segment.

Income Tax Expense:

     Income tax expense decreased by $88,320 or 64.2% to $49,300 for the three
months ended March 31, 2007 as compared income tax expense of $137,620 for the
three months ended March 31, 2006.  This decrease was due to a loss in the
medical segment and an increase in corporate expenses.  Income tax expense
decreased by $129,670 or 39.8% to $196,300 for the nine months ended March 31,
2007 as compared to $325,970 for the nine months ended March 31, 2006.
                                    22
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS, continued,

Results of Operations: continued,
---------------------

Income Tax Expense: continued,

The decrease was due to a loss in the medical segment and an increase in
corporate expenses.

     The following table shows the breakdown of income tax expense (benefit) by
business segment for the three months ended and nine months ended March 31:

Business Segment
----------------   Three months ended                 Nine months ended
                         March 31,                        March 31,
                   2007         2006      %         2007          2006      %
                   ----         ----      -         ----          ----      -
Pharmacies   $   137,000   $   160,450  (14.6) $   409,000   $   387,550    1.0
Medical          (34,000)       14,800 (329.7)     (49,800)       45,000 (210.7)
Corporate        (53,700)      (37,630) (42.7)    (162,900)     (106,580) (52.8)
             -----------   -----------         -----------   -----------
             $    49,300   $   137,620  (64.2) $   196,300   $   325,970  (39.8)
             ============  ===========         ===========   ===========

Liquidity and Capital Resources

     Net cash provided by operating activities was $237,894 for the nine months
ended March 31, 2007 as compared to net cash flows used in operating activities
of $901,646 for the nine months ended March 31, 2006.  The primary uses of cash
were to purchase property, plant and equipment and inventory and pay down debt.

     Purchased property, plant and equipment for $179,592 in the nine months
ended March 31, 2007 as compared $384,269 in the nine months ended March 31,
2006.

     Debt was reduced by $43,016 in the nine months ended March 31, 2007 as
compared to $73,758 in the nine months ended March 31, 2006.  The medical and
corporate segments obtained a $300,000 line of credit which expires November 30,
2007.  The line of credit is collateralized by property owned by the subsidiary
and is guaranteed by the Company.  The Company drew down $100,000 on the line of
credit on February 26, 2007 and $25,000 on May 9, 2007.

     At March 31, 2007, cash on a consolidated basis was $829,405 as compared to
$814,119 at June 30, 2006.  The approximate cash balances of the Company and
subsidiaries were as follows:  pharmacies - $755,200, medical - $45,400 and the
Company - $28,800.  Because the pharmacies are not a wholly-owned subsidiary of
the Company and the Company does not have operating control, it cannot
unilaterally cause the pharmacies to loan funds to the Company should the
Company require a loan.  The pharmacies currently owe $10,000 monthly to the
Company for management fees.

                                    23
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Liquidity and Capital Resources: continued,

     At March 31, 2007, we had net accounts receivable of $4,834,780 as compared
to $5,244,779 at June 30, 2006.  Accounts receivable decreased due to increased
collections from the pharmacy segment and the medical segment's decrease in
sales and a reduction in allowance for doubtful accounts.

     At March 31, 2007, debt was $439,452 as compared to $482,467 at June 30,
2006.  Our debt has decreased due to pay down on existing debt.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

     We do not have any material risk with respect to changes in interest rates,
foreign currency exchange rates, commodities prices or other relevant market
rates or prices over a selected period of time.

     Please note that we do not have any interest bearing investments and our
debt is not subject to market risk and fluctuations because all of the debt
has fixed maturity dates and fixed interest rates.  The difference between the
Company's carrying amount and fair value of its long-term debt was immaterial
at March 31, 2007.

Item 4.  Controls and Procedures
         -----------------------

     The Company's management evaluated, with the participation of its principal
executive officer and principal financial officer, the effectiveness of its
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) as of the end of the period covered
by this report.  Based on such evaluation, the principal executive officer
and principal financial officer of the Company concluded that its disclosure
controls and procedures are designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and regulations of the
Securities and Exchange Commission and is operating in an effective manner.

     No change in the Company's internal control over financial reporting (as
defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of
1934) occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, its internal control
over financial reporting.










                                    24
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

                            PART II - Other Information
Item 1.  Legal Proceedings

     The Company is subject to various legal proceedings and threatened legal
proceedings from time to time as part of its business.

     In April, 2006, a former employee of the pharmacy segment filed a civil
action against the pharmacy segment in the United States District Court for the
District of Massachusetts, alleging that the pharmacy segment improperly
classified its pharmacists as exempt from the overtime requirements of the Fair
Labor Standards Act and failed to make overtime payments to them under the FLSA
and an analogous state law.  The former employee sought payment of overtime from
April 2003 through April 2006, penalties and attorney's fees.  The action
originally was brought as a class action.  At a status conference before the
court on September 25, 2006, the plaintiffs' counsel stated that the former
employee would not seek certification of a class and, therefore, that the claim
would proceed solely on behalf of the former employee.  Based on this
representation, the Company concluded that the claim was not material.  On
October 20, 2006, the pharmacy segment and the former employee settled this
matter with the pharmacy segment agreeing to pay the former employee the total
amount of $15,000.

     In April, 2006, the former employee also filed a Charge of Discrimination
with the Massachusetts Commission Against Discrimination ("MCAD") against the
pharmacy segment and an officer of the pharmacy segment, alleging that the
former employee was subjected to discrimination and sexual harassment that
resulted in her constructive termination.  The pharmacy segment filed a
position statement with the MCAD on June 26, 2006 denying the allegations and
requesting that the MCAD issue a lack of probable cause finding and dismiss the
charge. On August 16, 2006, the former employee withdrew the Charge of
Discrimination from the MCAD, and, the next day, filed a civil action in the
Middlesex Division of the Superior Court Department of the Massachusetts Trial
Court raising allegations identical to those in the MCAD charge.  The complaint
seeks back pay, emotional distress and punitive damages and attorneys' fees in
unspecified amounts.  The pharmacy segment filed its answer on September 14,
2006, and discovery has commenced.  The likelihood of success of this
litigation matter has not yet been determined.  Accordingly the Company cannot
determine at this time if the claim is material.  The parties have agreed to
attempt to mediate the claim.  As of May 1, 2007, the parties have suspended
discovery by agreement and are in the process of selecting a mediator.  The
Company estimates that the mediation will take place in June 2007.  If the
matter is not resolved by mediation, the parties will continue with the
litigation.

     Anton Investments, Inc. and Conway Associates, Inc. have litigation
threatened against them with respect to amounts owed.  The entities have not
yet determined the likelihood of success of these potential litigation matters.
The Company does not believe that the dollar amount of possible damages
regarding these litigation matters threatened would be material.  Even if these
matters were all decided in a manner adverse to the Company, there would not
likely be a material adverse affect on the Company and its subsidiaries.  It
should be noted that this paragraph describes litigation which has been

                                    25
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

                            PART II - Other Information, continued

Item 1.  Legal Proceedings, continued

threatened but for which no complaint has been filed against the Company or any
of its subsidiaries.  It is possible that no suit will be filed with respect to
these matters.

     Any potential litigation, regardless of its merits, could result in costs
to the Company and divert management's attention from operations.

Item 1A.  Risk Factors

     The Risk Factors included in the Company's Annual Report on Form 10-
K/Amendment No. 1 for the fiscal year ended June 30, 2006 have not materially
changed.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

      The foregoing equity repurchases by the Company during the fiscal quarter
ended March 31, 2007 have been reflected as follows:

                        ISSUER PURCHASES OF EQUITY SHARES
                                                            (d)Maximum Number
                                                              (or) Approximate
                                         c) Total Number of   Dollar Value)of
                                         Shares Purchased as  Shares that May
                                         Part of Publicly     Yet Be Purchased
     (a)Total Number of (b)Average Price Announced Plans or   Under the Plans or
      Shares Purchased   Paid Per Share  Programs             Programs
      ----------------   --------------   --------            --------

January 1 - 31       0   $ -                0                 148,000
February 1 - 28      0   $ -                0                 148,000
March 1 - 31         0   $ -                0                 148,000

     On May 12, 2003, the Company announced that the Board of Directors of
the Company had authorized the repurchase of up to 150,000 shares of the
Company's outstanding common stock from time-to-time in open market
transactions at prevailing market prices.  There was no expiration date
established for this repurchase plan.  As of the date of this report, the
plan has not been terminated.

Item 3.  Defaults Upon Senior Securities                          None

Item 4.  Submissions of Matters to a Vote of Security Holders     None

Item 5.  Other Information

     The Company has scheduled its 2006 annual meeting of shareholders to
take place on June 25, 2007.


                                    26
FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 6.  Exhibits

 Exhibit 31.1  Certification Pursuant to Rules 13a-14(a) and 15d-14(a) of the
               Securities Exchange Act of 1934 and Section 302 of the
               Sarbanes-Oxley Act of 2002 by Principal Executive Officer and
               Principal Financial and Accounting Officer.

 Exhibit 32.1  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
               President, Chief Executive Officer and Chief Financial Officer.










































                                    27

FORM 10-Q        NYER MEDICAL GROUP, INC.  000-20175       MARCH 31, 2007
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

                                    SIGNATURES

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




                                     NYER MEDICAL GROUP, INC.
                                     ------------------------
                                     Registrant



  Date:  May 15, 2007                By:/s/ Karen L. Wright
                                        -------------------
                                     Karen L. Wright, President,
                                     Principal Executive Officer,
                                     Chief Executive Officer,
                                     Principal Financial and Accounting
                                     Officer and Chief Financial
                                     Officer




























                                    28


EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Karen L. Wright, certify that:

   1.  I have reviewed this quarterly report on Form 10-Q of Nyer Medical
        Group, Inc.;

   2.  Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered
       by this report;

   3.  Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows
       of the registrant as of, and for, the periods presented in this report;

   4.  The registrant's other certifying officer(s) and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
       registrant and have:

        (a) Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

        (b) Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

        (c) Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

   5.  The registrant's other certifying officer(s) and I have disclosed, based
       on our most recent evaluation of internal control over financial
       reporting, to the registrant's auditors and the audit committee of the
       registrant's board of directors (or persons performing the equivalent
       functions):

        (a) All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and
                                    29
EXHIBIT 31.1, continued

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

        (b) Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

Date:  May 15, 2007
 /s/ Karen L. Wright
     ---------------
     Karen L. Wright
     President
     (Principal Executive Officer)
     Vice President - Finance
     (Principal Financial and Accounting Officer)







































                                    30
Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Nyer Medical Group, Inc. (the
"Company") on Form 10-Q for the quarter ended March 31, 2007, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Karen L. Wright, President, Chief Executive Officer and Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


Date:  May 15, 2007


/s/ Karen L. Wright
    ---------------
    Karen L. Wright,    President, Chief Executive Officer
    and Chief Financial Officer

























                                    31