10KSB: Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-KSB

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

For the fiscal year ended FEBRUARY 29, 2004
-----------------

Commission File Number 0-12305
-------

REPRO-MED SYSTEMS, INC.
-----------------------
(Exact name of registrant as specified in its charter)

New York 13-3044880
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

24 Carpenter Road, Chester, NY 10918
------------------------------ -----
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (845) 469-2042
--------------

Securities registered pursuant to Section 12(b) of the Act: None

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

Name of each exchange on
Title of each class which registered
------------------- ----------------
Common stock, $.01 Par Value Over the Counter Bulletin Board

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
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[ ]

Indicate by check mark if the disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B, is not contained herein, and will not 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. [ ]

Based on the closing sales price of February 29, 2004, the aggregate
market value of the voting and nonvoting common equity held by non-affiliates of
the registrant was $3,679,650.

The number of issued outstanding of the registrant's common stock, $.01
par value was 24,531,000 at February 29, 2004 which includes 2,275,000 shares of
Treasury Stock.

Repro-Med Systems, Inc.

Table of Contents


PART I Page

Item 1. Business ..................................................3

Item 2. Description of Property ..................................11

Item 3. Legal Proceedings ........................................12

Item 4. Submission of Matters to a Vote of Security Holders ......12

PART II

Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters ......................................12

Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations ......................13

Item 7. Financial Statements .....................................17

Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures .....................18

PART III

Item 9. Directors, Executive Officers, Promoters and Control
Persons: Compliance With Section 16(a) of the
Exchange Act .............................................18

Item 10. Executive Compensation ...................................19

Item 11. Security Ownership of Certain Beneficial Owners
and Management ...........................................19

Item 12. Certain Relationships and Related Transactions ...........21

PART IV

Item 13. Exhibits and Reports on Form 8-K .........................23


2
PART I

ITEM 1. BUSINESS

THE COMPANY

Repro-Med Systems, Inc. went public in 1982 (OTC - symbol REPR). We design and
manufacture medical devices directing resources to the global markets for
emergency medical products and infusion therapy. We maintain a presence in the
US markets for impotency treatments and gynecological instruments. These
products are regulated by the FDA.

Repro-Med Systems, Inc. was incorporated under the laws of the State of New
York, March 1980. The corporate offices are located at 24 Carpenter Road,
Chester, New York 10918. The telephone number is 845-469-2042, fax is
845-469-5518 and the Internet site is www.repro-med.com

PRODUCTS

The primary growth strategy is to develop unique, proprietary medical devices.
These devices are intended to save money for the user and create a repetitive
demand for replacement of the disposable component - "razor - blade model". This
strategy led to our development of products for the ambulatory infusion systems
and emergency medical equipment markets. Historically, contract manufacturing
was a strong source of revenue, but the Company is transitioning away from this
market in order to concentrate on our own proprietary devices. Male infertility
and impotency treatments were the first markets entered in the early 1980's. Our
presence in this market has decreased due to a shift in focus towards the
RES-Q-VAC and FREEDOM60. The Company is seeking outside funding to introduce
additional products into this market. The Gyneco gynecological instrument
product line was acquired in 1986 and sales continue primarily through repeat
business.

The table below presents the product mix for the last two fiscal years.

2004 2003
% of Sales % of sales
---------- ----------
Infusion Therapy 21% 16%
Emergency Medical 62% 70%
Contract Manufacturing 7% 3%
Gynecological Instruments 9% 11%
Male Impotency Treatments Less than 1% < 1%

We have also been developing other new proprietary medical devices. These
products include a device for female incontinence and a device that can be used
to detect certain cancers non-invasively using special imaging techniques. Thus,
we have products currently on the market, new short-term products about to be
marketed, and long range products to support and enhance future growth. Research
and Development efforts have been temporarily suspended for some new products
and continue at a reduced rate for others. The Company will focus more efforts
on the Research and Development front once funds become available through
internal cash flow or outside financing.

3

FREEDOM60 SYRINGE INFUSION SYSTEM

The FREEDOM60 Syringe Infusion Pump was designed for ambulatory infusions.
Ambulatory infusion pumps are most prevalent in the home care market. We are
also considering using the FREEDOM60 for pain control applications and
chemotherapy. The home infusion therapy market is comprised of 4,500 sites of
service, including local and national organizations, hospital-affiliated
organizations, and national home infusion organizations with approximately $4.5
Billion in revenue annually (Ref: www.nhianet.org). With insurance reimbursement
in a severe decline, there is a tremendous need for a low-cost, effective
alternative to electronic and expensive disposable IV administration devices for
the home care and nursing home market.

The FREEDOM60 provides a high-quality delivery to the patient at costs similar
to gravity and is targeted for the home health care industry, patient emergency
transportation, and for any time a low-cost infusion is required.

For the home care patient, FREEDOM60 is an easy-to-use lightweight mechanical
pump acting on a 60cc syringe, completely portable, cost effective and
maintenance free--no batteries to replace, no cumbersome IV pole. For the
infusion professional, FREEDOM60 delivers precise infusion rates and uniform
flow profiles providing consistent transfer of medication. A Form 510(k)
Premarket Notification for initial design of the FREEDOM60 as a Class II device
was approved by the FDA in May 1994.

During 2001, we developed a new version of the pump called the FREEDOM60-FM
containing an electronic flow monitor system (occlusion and end of infusion
alarm) which has opened excellent marketing avenues in nursing homes, hospitals
and pediatric ambulatory applications where alarms are generally required for
nursing acceptance. Nurses also appreciate being able to visualize the drug
volume by reading the scale on the syringe.

We signed a group purchasing agreement in December 1999 with Child Health
Corporation of America (CHCA) for the FREEDOM60 Syringe Infusion System. CHCA is
a cooperative and business alliance of 38 children's hospitals and home care
facilities. The agreement called for CHCA to assist us to market the FREEDOM60
to its members and ended December 2002. Currently eight of the hospitals
continue to actively use the system, and we will continue to pursue other
CHCA-affiliated hospitals as independent customers.

During August 2001, we began a trial of the FREEDOM60 at one location of a major
national home healthcare agency. We received our first order, as a result of the
successful trial, in September 2001 and have developed them into our largest
FREEDOM60 customer. We have leveraged our relationship and currently provide the
FREEDOM60 to five additional centers. As a direct result of our sales efforts at
the Medica Trade Show in Dusseldorf, Germany, the Company authorized an Italian
distributor to obtain the CE Mark to market the FREEDOM60 in Europe. This
distributor has secured the CE mark for sales into Europe of FREEDOM60 and has
begun initial sales of the product into Italy, France, Spain, Germany and
Greece. We are working with this distributor to introduce new additions to the
FREEDOM60 product line.

We have expanded the use of the FREEDOM60 to cover most antibiotics including
the widely used and somewhat difficult to administer vancomycin. We have also
found a following for FREEDOM60 for use in treating thalissemia with the drug
desferal. In Europe, our distributor has found great success in using the
FREEDOM60 for pain control, specifically post-operative epidural pain
administration. Europe is also using the FREEDOM60 for chemotherapy.

4

We are looking to increase our marketing penetration into home care in the
domestic market, and introduce pain control and chemotherapy into our market as
well. We believe we are well-positioned to meet the needs of the current medical
realities: low reimbursement and an aging population.

Repro-Med Systems' objective is to build a product franchise with FREEDOM60 and
the sale of patented disposable tubing sets. FREEDOM60 uses rate-controlled
tubing with standard slide clamp and luer-lock connector. The patented syringe
disc connector insures that only FREEDOM60 tubing sets sold by us will function
within the pump. Non-conforming tubing sets, without the patented disc
connector, are ejected from the pump and prevent an overdose or runaway pump
from injuring the patient.

THE MARKET FOR PUMPS & DISPOSABLES

The ambulatory market has been rapidly changing due to reimbursement issues.
Insurance reimbursement has been drastically reduced providing opportunity for
FREEDOM60. The market share of high-end electronic type delivery systems is on
the decline as well as high-cost disposable non-electric devices. Market
pressures have forced patients to go on low-cost gravity systems or IV push
where the drug is pushed into the vein directly from a syringe. This is a
low-cost option but has been associated with complications and considered by
many to be a high-risk procedure. Thus, the overall trend has been towards
syringe pumps due to the low-cost of disposables. FREEDOM60-FM addresses the
largest market segments with the lowest cost alarm syringe pump system.

The chart below summarizes the market trends of devices.

METHOD OF MARKET
ADMINISTRATION TREND
-------------- -----

Ambulatory Pump Flat/Declining
Gravity Infusion Increasing
Pole Mounted Pump Declining

Elastomeric Declining
Syringe Increasing
Implant Increasing
IV Push Increasing

ECONOMIC BENEFITS OF FREEDOM60 DISPOSABLE SALES

We have sold approximately 2,700 pumps since March, 2000. We sold approximately
550 pumps during the past fiscal year. At the moment, we estimate that, after
allowing for lost pumps and those no longer in use by the purchaser, there are
approximately 1,300 FREEDOM60 pumps currently in operation. The FREEDOM60 pump
is designed for a minimum use of 4,000 cycles which at our list price is
amortized at a low $.06 per use. The tubing sets currently have a list price of
$3.20. In the past, we have noted that each pump is used an average of 12 times
per month. However, customers are becoming much more cost-conscious and are
increasing the number of uses per set through sterile filters, changes in
protocols and other means. We now

5

estimate that each pump uses an average of six sets per month. This monthly rate
amounts to annual usage of 72 sets producing typical gross revenues to the
distributor of $230 per pump. If the pump is operated up to four times per day,
the total uses per month would be 48, and thus the pump life expectancy is
anticipated to be over six and a half years.

Installed bases for various levels of pumps produce the following sales:

Pumps In Annual Sales
Market of Disposables
------ --------------

5000 $1,152,000
10000 $2,304,000
50000 $11,520,000
100000 $23,040,000

We have a combination of direct sales and sales through distributors.
Distributors typically receive discounts from list price depending upon
servicing and volumes of up to 35%.

COMPETITION FOR THE FREEDOM60

FREEDOM60 competes in the United States infusion pump market based on price,
service and product performance. Some of the competitors have significantly
greater resources for research and development, manufacturing and marketing, and
as a result may be better prepared to compete for market share even in areas in
which FREEDOM60 products may be superior. The industry is subject to
technological changes and there can be no assurance that we will be able to
maintain any existing technological lead long enough to establish our products
and to sustain profitability.

EMERGENCY MEDICAL PRODUCTS

RES-Q-VAC products provide a complete emergency suction system for neonates,
children and adults for use in any location, as it is non-electric. RES-Q-VAC
removes fluids from a patient's airway. RES-Q-VAC consists of a hand-held,
portable suction pump that can be connected to various sized sterile or
non-sterile catheters. The one-hand operation makes it extremely effective
particularly in emergencies. The disposable features of the RES-Q-VAC reduce the
risk of contaminating the technician, for example, from HIV when suctioning a
patient or during post treatment cleanup. All the parts that connect to the pump
are disposable. RES-Q-VAC was introduced in 1990 and is now sold in thirty-one
countries. The product is generally found in emergency vehicles, hospitals and
as backup support for powered suction systems.

The RES-Q-VAC is currently the market leader for manual, portable suction
instruments. The primary competition is the V-Vac from Laerdal. The V-Vac is
more difficult to use, cannot suction infants, and cannot be used while wearing
heavy gloves such as in chemical warfare or extreme cold. Laerdal had more
resources than Repro-Med Systems and had begun marketing the V-Vac before
RES-Q-VAC entered the market. The RES-Q-VAC, however, has proven to be
significantly superior and dominates the market to date. Another competitor is
Ambu, with the Res-Cue brand pump, a product similar to RES-Q-VAC, made in
China. Management believes the product is not as well made or as versatile, and
may not be purchased by the military segment of the market due to lines

6

of supply concerns. With additional capital, management believes it will
continue to maintain and build market share with an improved RES-Q-VAC
(discussed below) and gain a significant portion of the electric suction pump
market with the introduction of the RES-Q-VAC Plus system currently under
development.

On June 10, 2003, we received notice that a patent approval was issued for our
new FULL STOP PROTECTION. This upgrade to the RES-Q-VAC system prevents any
fluids from exiting the system. It also serves to trap airborne and fluid
pathogens. We believe that the addition of the full stop design substantially
separates the RES-Q-VAC from competitive units, which tend to leak fluid when
becoming full or could pass air born pathogens during use. There is a heightened
concern from health care professionals concerning exposure to disease and the
new RES-Q-VAC provides substantially improved protection for these users.

OSHA 29CFR 1910.1030 - Occupational Exposure to Bloodborne Pathogens requires
that employers of "...emergency medical technicians, paramedics, and other
emergency medical service providers; fire fighters, law enforcement personnel,
and correctional officers... must consider and implement devices that are
appropriate [to contain bloodborne pathogens], commercially available and
effective." These first responders risk exposure to serious disease, and the
employers may risk OSHA violations and lawsuits if they fail to consider
protective measures such as Repro-Med's FULL STOP PROTECTION for RES-Q-VAC. The
Company has received a letter from OSHA indicating the RES-Q-VAC meets the
intent of this regulation.

On April 29, 2003, the Centers for Disease Control issued additional guidelines
for the control of SARS (Sudden Acute Respiratory Syndrome) which requires all
suction systems to have filtration equivalent to a HEPA filter to prevent the
spread of this disease. At the current time, we believe that the RES-Q-VAC with
FULL STOP PROTECTION is the only portable device to comply with the CDC
directives.

Since the introduction of our patented and trademarked Full Stop Protection,
which prevents overflow and any pathogens from entering the pump or being
dispersed in the air, the number of applications for RES-Q-VAC has substantially
increased. We are making changes to our marketing to take full advantage of
these new markets, and to position our product to successfully penetrate them.

The main advantage of our RES-Q-VAC airway suction system is versatility. With
the addition of Full Stop Protection, we increased the complexity of ordering
exactly what each new customer requires. Another issue to address was the need
for different product configurations for each market. These issues were solved
by making specific custom RES-Q-VAC kits for each vertical market. We now offer
separate product offerings based on the market served:

Emergency Medicine - we make several special kits for emergency use which
contain all the catheters necessary to treat adults as well was infants or
children. These first responder kits are generally non-sterile. We also have
special attachments available for the advanced paramedic to treat patients who
are intubated.

Respiratory - in homes, long term care, for situations requiring frequent
suctioning such as cystic fibrosis patients, patients with swallowing disorders,
elderly, patients on ventilators, tracheotomies--all can benefit

7

from the portability, cost and performance of the RES-Q-VAC. Even in the
hospital, for emergency back up due to power loss or breakdown of the wall
suction system, RES-Q-VAC can provide quality lifesaving care at an affordable
cost. Typically for the home, these devices are non-sterile and reusable.

Hospital Use - for crash carts, the emergency room, and backup for respiratory,
RES-Q-VAC is available sterile with Full Stop Protection for the ultimate in
performance and to meet all the OSHA regulations and CDC guidelines for use in
treating patients in isolation, and in any location. We provide special hospital
kits which are fully stocked to meet all hospital applications for both adult
and pediatric.

Nursing homes, hospice, sub-acute - we provide special configurations for dining
areas, portable suctioning for outside events and travel. Chronic suction can be
accommodated with RES-Q-VAC which can be left by the bed side for rapid use
during critical times.

Dental applications - we have configured a version called Dental-Evac which
addresses the needs of oral surgeons for emergency back up suction during a
procedure. Dental-Evac is supplied with the dental suction attachments such as
saliva ejector and high volume evacuator.

Military Applications - we recently met with the Surgeon General of the US Army
who advised us that products like ours are needed for the types of non
battlefield warfare currently facing our soldiers. Due to its light-weight,
portability, and rapid deployment, RES-Q-VAC is ideal for many military
situations. In addition, exposure to chemical weapons of mass destruction such
as sarin are best treated by rapid, aggressive, repeated suctioning. We believe
that the RES-Q-VAC's compact size, powerful pump, and full protection of the
user from any contamination, gives us a competitive edge in this market. We have
engaged the services of a retired United State Air Force Colonel to guide our
military sales efforts.

RES-Q-VAC is sold domestically and internationally by emergency medical device
distributors. These distributors generally advertise these products in their
catalogs.

Impotency Treatments

We market the RESTORE Kit for the treatment of impotency. RESTORE uses vacuum
therapy to naturally induce blood flow to enable an erection. The kit includes
Pro-Long constriction rings that make it possible to trap the blood and maintain
the erection.

The US market for impotency treatments is estimated at 30 million men. Pfizer
reports that Viagra will not work for 30%-40% of impotent men. Consequently, the
potential market for the RESTORE Kit in the US is approximately 10 million men.
We have been compelled by limited resources to rely heavily on the web site to
generate interest and sales for the RESTORE Kit.

GYNECOLOGICAL INSTRUMENTS

We purchased the Gyneco product line in 1986. Products included the Masterson
Endometrial Biopsy Kit for in-office biopsy sampling procedures and the Thermal
Cautery System used for tubal ligation procedures.

8

Masterson Endometrial Biopsy Kit is a self-contained unit that offers a quick
and easy procedure for in-office tissue sampling. The powerful vacuum pump is
easily operated with one hand. The pump is supplied with sterile disposable
curettes and specimen containers presented in a kit.

The Thermal Cautery System is designed to provide a safe, reliable and effective
method of female sterilization. The unit is small, compact and portable. A
rechargeable battery supplies power. The unit uses disposable components that
include the cautery hook assembly, cannula and Trocar stylette.

CONTRACT MANUFACTURING

Historically, we have used OEM profits to partially fund internal product
development that has resulted in RES-Q-VAC and FREEDOM60. OEM sales have been as
high as 70% of sales (1996). In 2004 and 2003, contract manufacturing for one
customer amounted to 7% and 3% of sales, respectively. In late 1998, one
customer substantially reduced marketing support for its product and
consequently requested postponement of shipments. We have been manufacturing a
portable, hand-operated suction pump for sale to the remaining active customer
but were informed that the demand for this product has diminished. As a result,
the Company has transitioned from these contracts to building and selling its
own proprietary products due to the much-improved margins associated with
directly marketed devices.

SALES AND DISTRIBUTION

Distribution channels for the products are those generally common to their
respective markets. Emergency medical products are sold through a wide network
of domestic and international distributors in 31 overseas countries. Ambulatory
infusion systems are sold through both direct sales efforts concentrated on
large national accounts and a network of medical device distributors.
Gynecological instruments are sold from the corporate offices primarily through
repeat business. Male impotency treatment products are marketed primarily
through the web site and a limited number of distributors of personal care
items.

We had signed a group purchasing agreement that facilitates sales presentations
to approximately 38 allied members of the Child Health Corporation of America
which has expired in December 2002. Currently eight of the members are using our
products. We continue to pursue additional CHCA centers independently as we
believe that the FREEDOM60 advantages of cost reduction and performance are
benefits required to remain competitive.

MANUFACTURING AND EMPLOYEES

Electromechanical assembly, calibration, pre- and post-assembly quality control
inspection and testing, and final packaging for all products are performed at
the facility by the employees. Products are assembled using molded plastic parts
acquired from several U.S. vendors and one supplier located in Taipei, Taiwan.
The availability of parts has not been a problem. The cost and time required to
fabricate molds to manufacture parts can slow the development of new products
and might temporarily limit supply if we determine it is advisable to seek
alternate sources of supply for existing products. Our policy has been to have
multiple vendors as suppliers, where practicable, that also offer mold-building
capabilities as a service.

9

In February 2004, we employed 19 employees, 14 were assigned to manufacturing
operations, one to sales and customer support, two to administrative functions,
one to quality assurance functions, one Vice President of Operations
(responsible for manufacturing, warehouse and procurement operations), and one
Executive Officer. The Company is dependent on the services of Andrew Sealfon
who serves as President and the head of Research and Development and is also
instrumental in marketing and finance. The Company does not have insurance on
the life of Andrew Sealfon and may not be able to replace him if the need arose.

REGULATIONS GOVERNING THE MANUFACTURING OPERATIONS

The Food, Drug and Cosmetic Act governs the development and manufacturing of all
medical products. The Act requires us to register the facility, list devices,
file notice of intent to market new products, track the locations of certain
products and to report any incidents of death or serious injury relating to the
products with the FDA. We are subject to civil and criminal penalties and/or
recall seizure or injunctions if we fail to comply with regulations of the FDA.

The most recent Form 510(k) filings with the FDA were for the resuscitator and
the vacuum erection device and constriction rings, both approved in 1998.

We are required to comply with federal, state and local environmental laws;
however, there is no significant effect of compliance on capital expenditures,
earnings or competitive position. We do not use significant amounts of hazardous
materials in the assembly of these products.

Periodically we are subject to inspections and audits by FDA inspectors. During
the year ended February 28, 2003, we were subject to a routine QSR review by the
FDA. The FDA inspection did not find any significant violations and no DD483 was
issued. As a result of FDA audits, the Company is always subject to further
audits and could be impacted by adverse findings.

PATENTS AND TRADEMARKS

We have filed and received U.S. protection for many of our products and in some
cases, where it was no longer deemed economically beneficial, we have allowed
certain patent protections to lapse. The RES-Q-VAC, an emergency medical
product, is susceptible in the international market to imitation. In 2002 a
competitor had introduced a competitive product to the RES-Q-VAC into the
market. We responded with the introduction of new innovative features for the
RES-Q-VAC that enhances the product and places it steps above the competition in
safety.

On January 14, 2003, we received notice of allowability for a patent for our new
Full Stop Protection. This patent, #6,575,946, was issued on June 10, 2003. This
addition to the RES-Q-VAC system prevents any fluids from exiting the system. It
also serves to trap airborne and fluid pathogens. We believe that the addition
of the flow block design substantially separates the RES-Q-VAC from competitive
units, which tend to leak fluid when becoming full or could pass air born
pathogens during use. There is a heightened concern from health care
professionals concerning exposure to disease and the new RES-Q-VAC provides
improved protection for these users.

10

OSHA 29CFR 1910.1030 - Occupational Exposure to Bloodborne Pathogens requires
that employers of "...emergency medical technicians, paramedics, and other
emergency medical service providers; fire fighters, law enforcement personnel,
and correctional officers...must consider and implement devices that are
appropriate [to contain bloodborne pathogens], commercially available and
effective." These first responders risk exposure to serious disease, and the
employers may risk OSHA violations and lawsuits if they fail to consider
protective measures such as Repro-Med's FULL STOP PROTECTION for RES-Q-VAC The
Company has received a letter from OSHA indicating the RES-Q-VAC meets the
intent of this regulation

On April 29, 2003, the Centers for Disease Control issued additional guidelines
for the control of SARS (Sudden Acute Respiratory Syndrome) which requires all
suction systems to have filtration equivalent to a HEPA filter to prevent the
spread of this disease. At the current time, we believe that the RES-Q-VAC with
FULL STOP PROTECTION is the only portable device to comply with the CDC
directives.

The second most recent patent granted to us was #5,336,189 for a "Combination IV
Pump & Disposable Syringe" which confers a unique syringe to IV pump interface
design. This patent is for the FREEDOM60 Infusion System, an infusion therapy
product. The cost of filing and maintaining applications has deterred pursuing
international patents.

The patent position of small companies is highly uncertain and involves complex
legal and factual questions. Consequently, there can be no assurance that patent
applications relating to products or technology will result in patents being
granted or that, if issued, the patents will afford protection against
competitors with similar technology. Furthermore, some patent licenses held may
be terminated upon the occurrence of certain events or become non-exclusive
after a specified period. There can be no assurance that we will have the
financial resources necessary to enforce any patent rights we may hold.

Our product names are registered trademarks. There can be no assurance that
patents or trademarks will provide competitive advantages for the products
covered or that they will not be challenged or circumvented by competitors.

ITEM 2. DESCRIPTION OF PROPERTY

In February 1999, we executed a sale-leaseback for our masonry and steel frame
building erected on 3.27 acres of land located at 24 Carpenter Road, Chester,
New York 10918. The facility is the only location and is used for our
headquarters and manufacturing operations.

Under terms of the contract of sale, we have the option to re-purchase the
building, beginning on the second anniversary of the sale and ending on the
eighth anniversary. We are required to give 12 months prior notice of the intent
to re-purchase the building. The agreed upon amount for re-purchase is as
follows:

Year Five $2,315,250 Year Six $2,431,013
Year Seven $2,552,563

The property is currently subject to a 20-year lease. We are responsible for
repairs, maintenance and upkeep of the space we occupy. The terms of the lease
call for monthly lease payments of $10,000 per month and 65% of the

11

annual property taxes that amounted to $47,323 for the year ended February 29,
2004. Our monthly rent is $10,000 for the first 10 years of the lease and
$11,042 thereafter.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material litigation, nor to the knowledge of the
officers and directors, is there any material litigation threatened against us.

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

No matters were submitted to a vote of security holders during the fiscal year
ended February 29, 2004.


PART II

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

We are authorized to issue 50,000,000 shares of Common Stock, $.01 par value. As
of February 29, 2004, 24,531,000 shares were issued and outstanding and there
were approximately 1,142 holders of record.

Our Common Stock is traded in the over-the-counter market and is quoted through
the National Daily Quotation Service. The following table sets forth the high
and low closing bid quotations for the Common Stock as reported by Commodity
Systems, Inc. for the periods indicated. These quotations do not include retail
mark-up, markdown or commission and may not represent actual transactions.

High Bid Low Bid
-------- -------
Year Ended February 29, 2004
----------------------------

1st Quarter $0.230 $0.010
2nd Quarter $0.090 $0.040
3rd Quarter $0.050 $0.040
4th Quarter $0.250 $0.040

Year Ended February 28, 2003
----------------------------

1st Quarter $0.140 $0.030
2nd Quarter $0.060 $0.040
3rd Quarter $0.040 $0.030
4th Quarter $0.040 $0.010

On February 2, 1993 we issued 10,000 shares of 8% Cumulative Convertible
Preferred Stock in a private placement for $100,000. We are obligated to pay
semi-annual dividend payments of $4,000 until conversion by shareholders or
redemption by us. The 10,000 shares of Cumulative Convertible Preferred Stock
are convertible to 238,095 shares of Repro-Med common stock at $0.42 per share.
The 10,000 shares of Cumulative Convertible Preferred Stock are convertible
based on the following formula: multiply the number of shares of Preferred Stock
to be converted by $10.00, divide the result by the

12

conversion price of $0.20 per share (or by the conversion price as last adjusted
and in effect at the date any shares are surrendered for conversion). The
Conversion Price shall increase by $.02 for each year that the Preferred Stock
is outstanding. The current conversion price is $0.42.

We have not declared or paid any cash dividends on our Common Stock and do not
anticipate that any dividends will be paid in the foreseeable future. During the
fiscal year ended February 29, 2004, dividends on the Convertible Preferred
Stock were accrued in the amount of $8,000 on the balance sheet.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This Annual Report on Form 10-KSB contains certain "forward-looking" statements
(as such term is defined in the Private Securities Litigation Reform Act of
1995) and information relating to us that are based on the beliefs of the
management, as well as assumptions made by and information currently available.
Our actual results may vary materially from the forward-looking statements made
in this report due to important factors such as, recent operating losses,
uncertainties associated with future operating results, unpredictability related
to Food and Drug Administration regulations, introduction of competitive
products, limited liquidity, reimbursement related risks, government regulation
of the home health care industry, success of the research and development
effort, market acceptance of FREEDOM60, availability of sufficient capital to
continue operations and dependence on key personnel. When used in this report,
the words "estimate," "project," "believe," "anticipate," "intend," "expect" and
similar expressions are intended to identify forward-looking statements. Such
statements reflect current views with respect to future events based on
currently available information and are subject to risks and uncertainties that
could cause actual results to differ materially from those contemplated in such
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. These
statements involve risks and uncertainties with respect to the ability to raise
capital to develop and market new products, acceptance in the market place of
new and existing products, ability to penetrate new markets, our success in
enforcing and obtaining patents, obtaining required Government approvals and
attracting and maintaining key personnel that could cause the actual results to
differ materially. Repro-Med does not undertake any obligation to release
publicly any revision to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

RESULTS OF OPERATIONS

2004 VS. 2003

Sales of the FREEDOM60 Syringe Infusion System increased by 20% over the prior
year due to greater effort to sell the product in the field and the annuity
effects of the tubing sales. Sales of our RES-Q-VAC Airway Suction System
experienced a 16% decline, concentrated in the domestic market, compared to the
prior year due to significant reductions in the budgets of fire departments,
city and emergency services. As a result, total sales declined for the year
ended February 29, 2004 to $1,528,385 from $1,656,553 in 2003.

13

As a result of the lower sales and an increase in expenses, the Net Loss of the
Year Ended February 29, 2004, was $277,998, including $51,350 in stock-based
compensation, as compared to the previous year's loss of $268,190 (which
included an inventory adjustment of $207,519).

Sales of our non-core products lines (Gyneco, Restore) declined 20% from the
prior year. Sales from OEM manufacturing increased 106%.

In FY2002, the company added FULL STOP PROTECTION to the RES-Q-VAC, which
protects the users from any contamination from overflow and traps all pathogens
inside the suction container. This feature is also a requirement of the
Occupational Safety and Health Administration under OSHA 29CFR 1910.1030 -
Occupational Exposure to Bloodborne Pathogens. The RES-Q-VAC is the only
hand-held non-electric suction system with sterile catheters for infants, large
catheters for adults, and meets the intent of the OSHA requirements with the
FULL STOP PROTECTION device. The Company has received a letter from OSHA
confirming that the Full Stop Protector falls under the engineering controls of
the Bloodborne Pathogen regulation and therefore would be required by any
employer of medical personnel to protect their employees from potentially
infectious materials. The Centers for disease control have issued Guidelines for
medical personnel for the treatment of patients with SARS which include the
recommendation to employ suction devices containing HEPA type filtration on the
output to prevent the spread of this disease. We believe RES-Q-VAC is the only
hand-held portable suction system which meets this requirement.

In August 2001, we received our first military order for the RES-Q-VAC from one
base location of the US Air Force. We received several small orders from other
bases during the past year for RES-Q-VAC under their existing AFMLO/VA contract.
The company anticipates additional orders will be placed during Fiscal year
2004.

Management continues to seek funds to design a new improved RES-Q-VAC suction
device to expand the market substantially, although there is no assurance that
such funding can be obtained, or obtained at terms acceptable to us, or that if
funded, the markets would develop as expected. We are also beginning to promote
the RES-Q-VAC in the home care market, for which the RES-Q-VAC is ideally suited
due to its low cost, portability and convenience. We have begun marketing a
dental version called Dental-Evac and are seeking lines of distribution for this
product.

We have been marketing FREEDOM60 directly to national providers, other
distributors, and regional home care agencies. Sales of FREEDOM60 are expected
to continue to improve as new pump sales and restocking orders for disposables
are received. We have signed a distribution agreement with a large regional
distributor and customer in the South East USA and anticipate improved sales
potential for the line.

In September 2001, the Company began selling to a major national home care
agency and we continued to expand the use of the FREEDOM60 to its regional
centers across the country. Currently five centers of the agency are using the
FREEDOM60. Sales of the Freedom60 continue in Europe with an Italian master
distributor who arranged for CE approval of the FREEDOM60 and is successfully
marketing the product for use in epidural pain control and chemotherapy.

14

Gross profit margin for the year ended February 29, 2004 was 53%, an improvement
over the previous year's gross profit margin of 42%, which included an inventory
write down of $207,519. Without the inventory write down, the 2003 gross profit
would have been 55%. Selling, General & Administrative Expenses (SG&A) increased
$48,519 year over year from $827,866 to $876,385 primarily due to the addition
of salary and expenses for a sales person who worked for us for part of the
year.

Research and development expenses increased slightly by $1,917 from $40,269 to
$42,186 in 2004.

Interest expense increased by $5,433 to $31,916 in 2004 from $26,483 in 2003 as
the result of our financing activities.

LIQUIDITY AND CAPITAL RESOURCES

For the Year Ended February 29, 2004 Net Cash from operations was ($34,925) as
compared with $18,322 for the prior year. This adverse change of $53,247 was due
to a $128,168 reduction in sales, slightly reduced gross margin and the higher
Selling, General & Administrative Expenses.

At the end of fiscal year 2004, the net working capital increased to $105,185
from $33,804 due primarily to the private placement of long-term debt
securities.

During June 2000, we negotiated a $200,000 line of credit with M&T Bank that is
guaranteed by the President and one of the directors. As of February 29, 2004,
$198,581 had been advanced on the line of credit. In accordance with the
agreement the line of credit was to be renewed or paid off by June 30, 2001. We
have received a verbal continuance from the bank through June 30, 2003. We have
not received a demand for repayment of the loan and continue to make interest
payments.

Commencing in mid February, 2004, we started raising capital from a promissory
note and stock offering which raised $225,000 by the end of the fiscal year.
This five year promissory note pays 2% over prime plus four shares of common
stock per year for every year the loan is in place. An additional $25,000 was
raised in the first and second quarters of 2003 under similar terms.

Short-term loans by related parties, maturing September 30, 2004, totaled $7,000
and were used in operations. These loans bear an interest rate of 2% over prime.
Related parties made an additional $16,000 in loans bearing an 8% interest rate
that now mature on March 30, 2009.

Accounts Receivable, net of reserves, decreased at February 29, 2004 to $130,334
as compared to $184,103 for the previous year. Domestic sales are made primarily
on net 30-day payment terms. A variety of terms continue to be employed for
export sales including cash prepayments and net 45 days to allow for increased
delays due to transportation and communications. As of February 29, 2004, 76% of
Accounts Receivable were current, 9% were at 30-60 days and 15% were over 60
days.

Prepaid expenses and other receivables increased $14,305 from $11,470 to
$25,775.

15

Capital expenditures in 2004 decreased $7,090 to $16,380 as compared to $23,470
in 2003. We continued limited efforts to protect the results of our research
activities; expenditures for the filing and issuance of patents and trademarks
increased $6,033 to $8,840 in 2004 from $2,807 in 2003.

In February 1999, we executed a sale-leaseback for our masonry and steel frame
building erected on 3.27 acres of land located at 24 Carpenter Road, Chester,
New York 10918. The facility is our only location and is used for our
headquarters and manufacturing operations.

Under terms of the contract of sale, we have the option to re-purchase the
building, beginning on the second anniversary of the sale and ending on the
eighth anniversary. We are required to give 12 months prior notice of the intent
to re-purchase the building. The agreed upon amount for re-purchase is as
follows:

Year Five $2,315,250 Year Six $2,431,013
Year Seven $2,552,563

The property is currently subject to a 20-year lease. We are responsible for
repairs, maintenance and upkeep of the space occupied. The terms of the lease
call for monthly lease payments of $10,000 per month and 65% of the annual
property taxes that amounted to $47,323 for the year ended February 29, 2004.
Our monthly rent is $10,000 for the first 10 years of the lease and $11,042
thereafter.

SUBSEQUENT EVENTS

In May, 2004, we hired an experienced Vice President of Sales who is based in
Florida. We are beginning to market both RES-Q-VAC and FREEDOM60 in Florida
using our existing distributors and direct selling. We believe that Florida,
with its large elderly population, represents a good marketing opportunity for
both of our products.

In June, 2004, we engaged a marketing consultant for the FREEDOM60.

By June 6, 2004, we raised an additional $100,000 under the promissory note
private placement and had a commitment for another $50,000 at which time we plan
to terminate this offering. The proceeds are planned for additional marketing
and sales for the products, and to improve some payments to vendors.

2003 VS. 2002

We have focused on our two main products, RES-Q-VAC and FREEDOM60, for the past
three years, and in 2003 we decided to write down a significant portion of our
inventory associated with discontinued products. Thus the Net Loss of the Year
Ended February 29, 2003, including our inventory adjustment of $207,519, was
$268,190 as compared to the previous year loss of $386,075. Without the
inventory write off of $207,519, the loss would have been $60,671. Total sales
also declined for the year ended February 28, 2003 to $1,656,553 from $1,758,904
due to the elimination of sales of the less profitable products and a decrease
in OEM sales.

16

Sales of the FREEDOM60 Syringe Infusion System increased by 34% over the prior
year and sales of our RES-Q-VAC Airway Suction System increased by 9% over the
prior year. These sales increases were offset by the elimination of low margin
products.

Gross profit margin for the year ended February 28, 2003 was 42% which included
an inventory write down of $207,519. Without the inventory write down, the gross
profit would have been 55%. This showed improvement over the previous year's
gross profit of 25% primarily due to certain reallocations of expenses and
improvements in production efficiencies. Selling, General & Administrative
Expenses (SG&A) increased $192,336 year over year from $635,530 to $827,866
primarily as a result of these same reallocations.

Research and development stayed essentially constant, decreasing slightly by
$566 from $40,835 to $40,269.

ITEM 7. FINANCIAL STATEMENTS


Index to Financial Statements and Supplementary Data
----------------------------------------------------

Page
----

Report of Independent Certified Public Accountants .................F-1


Financial Statements: Balance Sheet, February 29, 2004
And February 28, 2003 ............................................F-2


Statements of Income, For the Years Ended
February 29, 2004 and February 28, 2003 ..........................F-3


Statements of Changes in Stockholders' Equity,
For the Years Ended February 29, 2004 and February 28, 2003 ......F-4


Statements of Cash Flows, For the Years Ended
February 29, 2004 and February 28, 2003 ..........................F-5


Notes to Financial Statements ......................................F-6



17
MEYLER & COMPANY, LLC
CERTIFIED PUBLIC ACCOUNTANTS
ONE ARIN PARK
1715 HIGHWAY 35
MIDDLETOWN, NJ 07748



INDEPENDENT AUDITORS' REPORT



To the Board of Directors of
Repro-Med Systems, Inc.
Chester, NY


We have audited the accompanying consolidated balance sheet of Repro-Med
Systems, Inc. as of February 29, 2004 and February 28, 2003 and the related
statements of operations, stockholders equity (deficit) 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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 audit provides 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 Repro-Med Systems, Inc. as of
February 29, 2004 and February 28, 2003, and the results of its operations and
its cash flows for each of the two years in the period ended February 29, 2004,
in conformity with U.S. generally accepted accounting principles.


/s/ Meyler & Company, LLC


June 9, 2004
Middletown, NJ


F-1
REPRO-MED SYSTEMS, INC.
BALANCE SHEETS

ASSETS

February 29, February 28,
2004 2003
---- ----
CURRENT ASSETS
Cash ............................................ $ 219,682 $ 16,738
Accounts receivable less allowance for doubtful
accounts of $20,997 and $8,636 for 2004 and
2003, respectively ............................. 130,334 184,103
Inventory ....................................... 378,982 381,623
Prepaid expenses ................................ 25,775 11,470
----------- -----------
Total Current Assets ..................... 754,773 593,934

PROPERTY AND EQUIPMENT, NET ........................ 357,735 415,755

OTHER ASSETS
Patents, net of amortization of $68,861 and
$63,073 for 2004 and 2003, respectively ........ 38,338 35,285
Goodwill, net of amortization of $4,488 and
$4,088 for 2004 and 2003, respectively ......... 9,689 10,049
Security deposits ............................... 27,652 55,603
----------- -----------
75,679 100,937
----------- -----------
$ 1,188,187 $ 1,110,626
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Note payable to bank -- demand .................. $ 198,581 $ 199,461
Notes payable to related parties ................ 7,000 -
Accounts payable ................................ 325,723 267,634
Accrued expenses ................................ 51,956 35,255
Accrued interest ................................ 17,985 9,271
Current portion of capital lease obligations .... 19,079 26,492
Accrued preferred stock dividends ............... 16,000 8,000
Accrued payroll and related taxes ............... 13,264 14,017
----------- -----------
Total Current Liabilities ................ 649,588 560,130

OTHER LIABILITIES
Capital lease obligations, less current portion . 24,846 45,614
Deferred capital gain ........................... 337,215 359,696
Long-term debt - notes payable .................. 350,000 84,000
----------- -----------
Total Liabilities ........................ 1,361,649 1,049,440

STOCKHLDERS' EQUITY
Preferred stock, 8% cumulative, liquidation value
$100,000, $0.01 par value, 2,000,000 shares
authorized, 10,000 shares issued and outstanding
at February 29, 2004 and February 28, 2003 ..... 100 100
Common stock, $0.01 par value, 50,000,000 shares
authorized, 24,531,000 and 23,504,000 issued and
outstanding at February 29, 2004 and
February 28, 2003, respectively ................ 245,310 235,040
Additional paid-in capital ...................... 2,252,711 2,211,631
Accumulated deficit ............................. (2,529,583) (2,243,585)
----------- -----------
(31,462) 203,186
Less: Treasury stock, 2,275,000 shares at cost
at February 29, 2004 and February 28, 2003 (142,000) (142,000)
----------- -----------
Total Shareholders' Equity (Deficit) ..... (173,462) 61,186
----------- -----------
$ 1,188,187 $ 1,110,626
=========== ===========

The accompanying notes are an integral part of these financial statements.

F-2
REPRO-MED SYSTEMS, INC.
STATEMENT OF OPERATIONS

For the Year Ended
February 29, February 28,
2004 2003
---- ----

NET SALES ...................................... $ 1,528,385 $ 1,656,553

COSTS AND EXPENSES
Cost of goods sold .......................... 723,555 959,538
Selling, general and administrative ......... 876,385 827,866
Research and development .................... 42,186 40,269
Stock based compensation .................... 51,350 -
Depreciation and amortization ............... 80,547 81,435
------------ ------------

Total Costs and Expenses ............. 1,774,023 1,909,108
------------ ------------

NET OPERATING LOSS ............................. (245,638) (252,555)

OTHER INCOME (EXPENSE)
Interest and other income ................... 387 11,648
Interest expense ............................ (31,916) (26,483)
------------ ------------

Total Other Expenses ................. (31,529) (14,835)
------------ ------------

NET LOSS BEFORE TAXES .......................... (277,167) (267,390)
STATE INCOME TAXES ............................. 831 800
------------ ------------

NET LOSS ....................................... $ (277,998) $ (268,190)
============ ============

NET LOSS PER COMMON SHARE
Basic and diluted ........................... $ (0.01) $ (0.01)
============ ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ..... 23,537,000 23,504,000
============ ============

The accompanying notes are an integral part of these financial statements.

F-3