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 28, 2006
-----------------

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 28, 2006, the aggregate
market value of the voting and nonvoting common equity held by non-affiliates of
the registrant was $2,611,105.

The number of issued outstanding of the registrant's common stock, $.01
par value was 29,012,286 at February 28, 2006 which includes 2,275,000 shares of
Treasury Stock.


Repro-Med Systems, Inc.

Table of Contents

Page
----
PART I

Item 1. Description of Business ................................ 3

Item 2. Description of Property ................................ 10

Item 3. Legal Proceedings ...................................... 10

Item 4. Submission of Matters to a Vote of Security Holders .... 10

PART II

Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters .................................... 11

Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................... 11

Item 7. Financial Statements ................................... 15

Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures ................... 16

Item 8A. Controls and Procedures ................................ 16

PART III

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

Item 10. Executive Compensation ................................. 17

Item 11. Security Ownership of Certain Beneficial Owners
and Management ......................................... 17

Item 12. Certain Relationships and Related Transactions ......... 19

Item 13. Accountants Fees and Services .......................... 19

PART IV

Item 14. Exhibits and Reports on Form 8-K ....................... 10

Signatures ................................................................. 21


2

PART I


FORWARD-LOOKING STATEMENTS

This Annual Report contains certain "forward-looking" statements as that term is
defined in the federal securities laws. Generally these statements relate to
business plans or strategies, projected or anticipated benefits or other
consequences of managements plans or strategies, projected or anticipated
benefits from acquisitions to be made by us, or projections involving
anticipated revenues, earnings or other aspects of our operating results. The
events described in forward-looking statements contained in this Annual Report
may not occur. The words "may," "will," "expect," "believe," "anticipate,"
"project," "plan," "intend," "estimate," and "continue," and their opposites and
similar expressions are intended to identify forward-looking statements. We
caution you that these statements are not guarantees of future performance or
events and are subject to a number of uncertainties, risks and other influences,
many of which are beyond our control, that may influence the accuracy of the
statements and the projections upon which the statements are based. Factors
which may affect our results include, but are not limited to, the risks and
uncertainties discussed in Item 6 of this Annual Report under "Factors That May
Affect Future Results and Financial Condition".

Any one or more of these uncertainties, risks and other influences could
materially affect our results of operations and whether forward-looking
statements made by us ultimately prove to be accurate. Our actual results,
performance and achievements could differ materially from those expressed or
implied in these forward-looking statements. We undertake no obligation to
publicly update or revise any forward-looking statements, whether from new
information, future events or otherwise.

ITEM 1. DESCRIPTION OF BUSINESS

THE COMPANY

Business of Registrant

REPRO-MED Systems, Inc. ("REPRO-MED", or the "Company"), was incorporated in the
State of New York in March of 1980. The Company designs, manufactures and
markets proprietary medical devices primarily for emergency medical applications
and ambulatory infusion therapy. These products are regulated by the FDA. The
Company's development and marketing focus are primarily concentrated on the
RES-Q-VAC(R) and the FREEDOM60(R) products. The Company is seeking outside
funding to increase market penetration and to allow it to develop additional
products into this market.

Corporate History

Repro-Med Systems, Inc. was incorporated under the laws of the State of New York
in 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

FREEDOM60(R) SYRINGE INFUSION SYSTEM

The FREEDOM60(R) Syringe Infusion Pump is designed for ambulatory medication
infusions. Ambulatory infusion pumps are most prevalent in the home care market.
Other potential applications for the FREEDOM60(R) are pain control, the infusion
of specialized drugs such as IgG, and chemotherapy. The home infusion therapy
market is comprised of approximately 4,500 sites of service, including local and
national organizations, hospital-affiliated organizations, and national home
infusion organizations, and produces 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.

3

The FREEDOM60(R) 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(R) is an easy-to-use lightweight mechanical
pump using a 60cc syringe, completely portable, cost effective and maintenance
free, with no batteries to replace and no cumbersome IV pole. For the infusion
professional, FREEDOM60(R) 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(R) as a Class II device was
approved by the FDA in May 1994.

The Company also markets the FREEDOM60(R)-FM, an enhanced version of the
FREEDOM60(R) which contains an electronic flow monitor system that provides
occlusion and end of infusion alarm. This product is directed at 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 have expanded the use of the FREEDOM60(R) to cover most antibiotics including
the widely used and somewhat difficult to administer vancomycin. We have also
found a following for FREEDOM60(R) for use in treating thalissemia with the drug
desferal. In Europe we found success in using the FREEDOM60(R) for pain control,
specifically post-operative epidural pain administration. Our European market
also uses the FREEDOM60(R) for chemotherapy.

We believe there is a new market for the FREEDOM60(R) for use in Primary Immune
Deficiency, injecting immune globulin (IgG) under the skin as a subcutaneous
administration. This method has provided patients with vastly improved quality
of life with much fewer unpleasant side effects over the traditional intravenous
route. The FREEDOM60(R) is an ideal system for this administration since the
patient is able to self-medicate at home, the pump is easily configured for this
application, and the FREEDOM60(R) is the lowest cost infusion system available
in a heavily cost constrained market.

Repro-Med Systems' objective is to build a product franchise with FREEDOM60(R)
and the sale of patented disposable tubing sets. FREEDOM60(R) uses
rate-controlled tubing with standard slide clamp and luer-lock connector on the
patient end. Our patented syringe disc connector insures that only the Company's
FREEDOM60(R) tubing sets will function with the pump. Non-conforming tubing
sets, without the patented disc connector, are ejected from the pump to prevent
the danger of an overdose or runaway pump from injuring the patient.

THE MARKET FOR INFUSION PUMPS & DISPOSABLES

The ambulatory market has been rapidly changing due to reimbursement issues.
Insurance reimbursement has drastically reduced the market share of high-end
electronic type delivery systems as well as high-cost disposable non-electric
devices, providing an opportunity for the FREEDOM60(R). We believe market
pressures have moved patients to low-cost gravity system 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(R)-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

4

ECONOMIC BENEFITS OF FREEDOM60(R) DISPOSABLE SALES

We have sold approximately 4,069 pumps since March, 2000. We sold approximately
799 pumps during the past fiscal year. Although it is impossible to determine
exactly how many pumps are in operation at any given time, we estimate that,
after allowing for lost pumps and those no longer in use by the purchaser, there
are approximately 2,200 FREEDOM60(R) pumps currently in operation. The
FREEDOM60(R) pump is designed for a minimum use of 4,000 cycles which at our
list price is amortized at a low $.09 per use. The tubing sets currently have an
average price of $3.50. We 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 consumables revenues of $252.00 per pump. If the pump is operated
up to 4 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.

The following chart indicates estimates of potential consumable sales based on
various factors and the installed base levels of FREEDOM60(R) pumps:

Pumps In Annual Sales
Market of Disposables
------ --------------
5000 $1,260,000
10000 $2,520,000
50000 $12,600,000
100000 $25,200,000

Most of our current sales are made directly to health care providers, although
we maintain distributors in both the domestic and foreign markets.

COMPETITION FOR THE FREEDOM60(R)

FREEDOM60(R) 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(R) 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.

PORTABLE MEDICAL SUCTION

The RES-Q-VAC(R) Emergency Airway Suction System, is a lightweight, portable,
hand-operated suction device that removes fluids from a patient's airway by
attaching the RES-Q-VAC(R) pump to various proprietary sterile and non-sterile
single-use catheters sized for adult and pediatric suctioning. The one-hand
operation makes it extremely effective and the product is generally found in
emergency vehicles, hospitals and wherever portable aspiration is a necessity,
including backup support for powered suction systems. The disposable features of
the RES-Q-VAC(R) reduce the risk of contaminating the technician from HIV or
SARS when suctioning a patient or during post treatment cleanup. All of the
parts that connect to the pump are disposable.

A critical component and advantage of the RES-Q-VAC(R) is the Full Stop
Protection(R), (FSP(R)) a recently patented filtering system that both prevents
leakage and over-flow of the aspirated fluids, even at full capacity, and traps
all air and fluid borne pathogens and potentially infectious materials within
the sealable container. This protects users from potential exposure to disease
and contamination. The Full Stop Protection(R) meets the requirement of the
Occupational Safety and Health Administration as described below. The Company
has received a letter from OSHA confirming that the RES-Q-VAC(R) with the Full
Stop Protection(R) falls under the engineering controls of the Bloodborne
Pathogen regulation and that the Products use would fulfill the regulatory
requirements.

5

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(R) for
RES-Q-VAC(R). The Company has received a letter from OSHA indicating the
RES-Q-VAC(R) 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(R)
with Full Stop Protection(R) is the only portable device to comply with the CDC
directives.

We have also added new connectors to our pediatric catheters, which allow them
to connect directly to the adult containers with FSP(R). These connectors allow
pediatric suctioning with the benefit of the Full Stop Protection(R) device as
well as with sterile catheters. Many infants are born with contagious diseases
and the new system eliminates this concern among paramedics during an emergency
delivery.

A critical advantage of our RES-Q-VAC(R) airway suction system is versatility.
With the addition of Full Stop Protection(R), we created specific custom
RES-Q-VAC(R) kits for various vertical markets:

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-home care, long term care, situations requiring frequent
suctioning such as cystic fibrosis patients, patients with swallowing disorders,
elderly, patients on ventilators and with tracheotomies all benefit from the
portability, cost and performance of the RES-Q-VAC(R). In hospitals, the
RES-Q-VAC(R) provides emergency back up due to power loss or breakdown of the
wall suction system.

Hospital Use - for crash carts, the emergency room, patients in isolation,
moving patients throughout the hospital (e.g., from ICU to Radiology) and backup
for respiratory, RES-Q-VAC(R) is available sterile with Full Stop Protection(R)
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(R), which can be left by the bedside for rapid use
during critical times.

Dental applications - we offer a version of the RES-Q-VAC(R), called
DENTAL-EVAC(R) which addresses the needs of oral surgeons for emergency back up
suction during a procedure. DENTAL-EVAC(R) is supplied with the dental suction
attachments such as saliva ejector and high volume evacuator.

Military Applications -Due to its lightweight, portability, and rapid
deployment, we believe that the RES-Q-VAC(R) 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(R)'s compact size, powerful pump, and full protection of the
user from any contamination, gives us a competitive edge in this market.

RES-Q-VAC(R) is sold domestically and internationally by emergency medical
device distributors. These distributors generally sell to the end user and
advertise these products in relevant publications and in their catalogs.

6

COMPETITION FOR THE RES-Q-VAC(R)

We believe that the RES-Q-VAC(R) is currently the performance leader for manual,
portable suction instruments. In the emergency market, 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 in the extreme cold. Laerdal had more resources than Repro-Med
Systems and had begun marketing the V-Vac before RES-Q-VAC(R) entered the
market. Another competitor is Ambu, with the Res-Cue brand pump, a product
similar to RES-Q-VAC(R), made in China. We believe that 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 of supply concerns. With additional capital, we believe
we will continue to maintain and build market share and gain a significant
portion of the electric suction pump market. We believe that the addition of
Full Stop Protection(R) substantially separates the RES-Q-VAC(R) from
competitive units, which tend to leak fluid when becoming full or could pass
airborne pathogens during use. There is a heightened concern from health care
professionals concerning exposure to disease and we believe the RES-Q-VAC(R)
provides improved protection for these users.

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.

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(R) and FREEDOM60(R). OEM sales have
been as high as 70% of sales (1996). In 2006 and 2005, contract manufacturing
amounted to 5.6% and 7% of sales, respectively. 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.

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

2006 2005
% of Sales % of Sales
---------- ----------

Infusion Therapy .................... 24.8% 21%
Medical Suction ..................... 63.4% 68%
Gynecological Instruments ........... 5.8% 3%
Contract Manufacturing .............. 5.6% 7%
Other ............................... 0.4% 1%

We are also in various stages of development of other additional proprietary
medical devices. Thus, we have products currently on the market, new products in
development to be marketed, and long range products to support and enhance
future growth. Research and Development efforts have been curtailed pending
additional funds becoming available through internal cash flow or outside
financing.

7

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 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.

Over the past year, we have begun upgrading our EMS RES-Q-VAC(R) distribution
channels by selecting key distributors to work with as master distribution
outlets. The domestic emergency medical market has softened somewhat due to a
decrease in Federal reimbursement to the states and cities for firefighters,
police and emergency services. We have concluded that we can have more effective
market penetration with major master distributors who will have much greater
sales volume and be able to better support our products.

We have consolidated our international RES-Q-VAC(R) distribution as well by
creating a United Kingdom presence to focus solely on overseas distribution. We
already have master distribution in Norway, Sweden, Denmark, Iceland, Finland,
Estonia, Latvia, and Lithuania. We believe that one main distributor will be
more predisposed to advertising, promotion, and building the product franchise
in each market. In return, we will be able work more closely with the
distributors and be able to hold them accountable for the sales in each region.

Additional new markets we have recently sold into include schools, and
hospital-based respiratory centers. We plan mailings into those markets, as
well. In the school market, we have been informed that any school with a
swimming pool is normally required to have suction equipment available. In
addition, many schools are installing automatic electronic defibrillators
(AED's) for which suction is mandatory in more than 50% of uses for this device.
Our mailings to nursing homes also resulted in some interest by respiratory
centers, and we believe there may be additional sales opportunities in this
market.

To enhance our FREEDOM60(R) marketing efforts, we joined the National Home
Infusion Association (NHIA) and yearly produce a mailing and a telemarketing
effort to all their members. This effort continues to introduce several new
customers to the safety and cost-effectiveness of our Freedom60(R). The decrease
in reimbursement continues to encourage home health care providers to seek out
effective lower cost infusion systems. We have new trials for FREEDOM60(R) in
progress and a number of new leads have been generated from the recent mailings.
We also use video conferencing to provide easier, faster and more cost-effective
in-servicing and training for the FREEDOM60(R).

We continue to support both of our main product lines at trade shows. In
November, we exhibited at Medica in Dusseldorf, Germany, the world's largest
medical products trade show. In March, 2006 we exhibited at the annual National
Home Infusion Association conference in Houston, followed by an exhibition at
EMS Today in Baltimore, Maryland also in March, 2006 and ASPAN in Orlando, FL in
May of 2006.

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 Company's facility and by the Company's 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.

8

In February 2006, we employed 20 employees, 13 were assigned to manufacturing
operations, 2 to sales and customer support, 2 to administrative functions, 1 to
quality assurance functions, 1 Vice President of Sales, 1 Vice President of
Operations (responsible for manufacturing, warehouse and procurement
operations), and 1 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.

Our last filing of Form 510(k) with the FDA was for the resuscitator, 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(R), 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(R) into the
market. We responded with the introduction of new innovative features for the
RES-Q-VAC(R) that enhanced the product and placed it steps above the competition
in safety.

On August 9, 2005, a patent was issued for a new mechanical variable flow rate
controller. Used with our FREEDOM60(R) Syringe Infusion System, this device
enables the user to select from a number of flow rates while using just one set
of tubing, allowing flow rates to be changed during the course of a single
infusion to better meet the needs of the patient. The device may be applied to
other infusion systems as well. We have not yet determined a production or
marketing strategy for this product.

On June 10, 2003, we received a patent #6,575,946 for our new Full Stop
Protection(R). This addition to the RES-Q-VAC(R) 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(R) from competitive units, which tend to leak fluid when becoming full
or could pass airborne pathogens during use. There is a heightened concern from
health care professionals concerning exposure to disease and the new
RES-Q-VAC(R) provides 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(R) for RES-Q-VAC(R)
The Company has received a letter from OSHA indicating the RES-Q-VAC(R) meets
the intent of this regulation.

9

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(R)
with Full Stop Protection(R) is the only portable device to comply with the CDC
directives.

We also hold patent #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(R) 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.

In the third quarter of the 2005 fiscal year, it was brought to management's
attention that one of the Company's German distributors had commenced selling a
copy, manufactured in China, of our basic RES-Q-VAC(R), using the RES-Q-VAC(R)
name. The distributor eventually agreed to discontinue use of the RES-Q-VAC(R)
name, destroy its existing inventory of the copied pumps and to refrain from
selling the copied pumps in the future.

To strengthen our position in the future, we applied for, and were granted,
trademark status for the RES-Q-VAC(R) name in Germany. An application to
register the name throughout the entire European Union has been filed and is
undergoing review.

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 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 building's
annual property taxes, amounting to $53,467 for the year ended February 28,
2006. 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 28, 2006.

10

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 28, 2006, 29,012,286 shares were issued and outstanding and there
were approximately 1,210 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 28, 2006
----------------------------
1st Quarter $0.23 $0.09
2nd Quarter $0.15 $0.07
3rd Quarter $0.25 $0.08
4th Quarter $0.18 $0.09

Year Ended February 29, 2005
----------------------------
1st Quarter $0.23 $0.011
2nd Quarter $0.16 $0.05
3rd Quarter $0.19 $0.05
4th Quarter $0.18 $0.07

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 $0.40 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 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 $0.44.

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 28, 2005, 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(R), 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

11

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

2006 VS. 2005

We have continue to expand our sales and marketing efforts for our two core
product lines, the RES-Q-VAC(R) Medical Suction system and FREEDOM60(R) Syringe
Infusion System. This included mail marketing, telemarketing, trade shows, and
increased on site sales calls.

RES-Q-VAC(R) sales increased domestically 29.7% from $422,708 to $548,111 due to
a large order for the relief effort relating to Hurricane Katrina and our
marketing efforts which continue to reach new customers. This was offset by a
decrease in the international market which declined 12.4% from $641,527 to
$561,793. Overall RES-Q-VAC(R) sales increased 4.3% from $1,064,2235 to
$1,109,904.

Our new RES-Q-VAC(R) markets included hospitals, nursing homes, dental sales,
sales to school and prisons.

Sales of our non-core product lines were flat due to our increased efforts going
to the FREEDOM60(R) and RES-Q-VAC(R) product lines. Sales from OEM manufacturing
(production for other manufacturers) increased by 60% and accounted for 5.6% of
the company's revenue in 2006. We do not actively seek OEM business but will
accept these contracts when appropriate.

Our total sales increased overall 11.7% % for the year ended February 28, 2006
to $1,745,806 from $1,560,220 in 2005 as we continued to increase sales of our
two main products.

The Net Loss for the year ended February 28, 2006 , was $217,815, including
$88,550 in stock-based compensation, as compared to the previous year's loss of
$400,892 (which included stock-based compensation of $74,800.) Gross profit
margin for the year ended February 28, 2006 was 58%, higher than experienced in
the prior year ending February 28 , 2005. Selling, General & Administrative
Expenses (SG&A) decreased $7,837 year over year from $992,468 to $984,631.
Research and development expenses decreased slightly by $2,212 from $44,029 to
$41,817 in 2006.

Interest expense increased by $19,947 to $77,519 in 2006 from $59,572 in 2005 as
the result of our financing activities as well as higher interest rates, which
increase the cost of our variable-rate debt.

We've increased RES-Q-VAC(R) sales and anticipate maintaining the franchise
though the addition of our Full Stop Protection(R) filter, 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(R) 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 Protector(TM).
The Company has received a letter from OSHA confirming that the Full Stop
Protection(R) 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(R) is the only hand-held portable
suction system which meets this requirement.

12

We continue to seek funds to increase marketing and sales of both key products
and to design a new improved RES-Q-VAC(R) 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(R) in the
home care market, for which the RES-Q-VAC(R) is ideally suited due to its low
cost, portability and convenience. We have begun marketing a dental version
called DENTAL-EVAC(R) and have added one distributor. We have signed an
agreement with a company to market RES-Q-VAC(R) and certain other of our
products in the veterinary markets.

LIQUIDITY AND CAPITAL RESOURCES

The net loss of $217,815 was offset by non-cash expenses for depreciation and
stock-based compensation and financed in part by loans. For the year ended
February 28, 2006 Net Cash from Operations was ($138,748) as compared with ($
191,694) for the prior year. This change of $52,946 was due primarily to a
decrease in the net loss. As a result, at the end of fiscal year 2006, the net
working capital decreased to ($86,878).

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 28, 2006,
$198,553 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. An
additional $100,000 was raised under this program in early fiscal year 2005. For
the year ending 2006, we raised an additional $85,000 under this program. 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
from related parties in the first and second quarters of 2003 under similar
terms.

Accounts Receivable, net of reserves, decreased at February 28, 2006 to $147,579
as compared to $125,078 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 28, 2006, 88% of
Accounts Receivable were current or less than 30 days past due, 11.5% were at
30-60 days and 0.5% were over 60 days.

Prepaid expenses and other receivables decreased $8,349 from $36,531 to $28,182.

Expenditures for capital equipment and intellectual property protection in 2006
decreased $48,921 to $9,251 as compared to $58,172 in 2005. These expenditures
were for molds and the costs for the filing and issuance of patents and
trademarks.

We are contingently liable to rework approximately 15,000 units of a product for
an OEM customer order which was completed in prior years. The total additional
material and labor cost to complete this rework approximates $80,000, which has
not been recorded in the financial statements. These units are deliverable over
the next three years.

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.

13

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 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 building's
annual property taxes, amounting to $53,467 for the year ended February 28,
2006. Our monthly rent is $10,000 for the first 10 years of the lease and
$11,042 thereafter.

We continue to seek funds to enhance our marketing efforts substantially and for
other corporate purposes, 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. Substantial resources were directed into the
marketing efforts during the past year which produced an increase in new
RES-Q-VAC(R) customers and new FREEDOM60(R) users. We are aware of the delay
between marketing and the resulting sales in our medical markets. Furthermore,
new customers tend to purchase smaller initial quantities, and since a major
portion of our income stream is derived from the use of disposable supplies, it
will take several months for the full impact of new customers to be reflected in
our sales performance.

We believe we have created and will continue to enhance a new customer base for
our products. If sales continue to meet the Company's targets, which cannot be
assured, we believe that we will have sufficient resources to meet our
obligations for the next twelve months. However, if these sales do not continue
to develop to our expectations, and if new funding does not become available,
then our viability could be in question (see going concern qualification NOTE 1
- - Notes to Financial Statements). We remain cautiously optimistic that, at a
minimum, these new sales will continue to meet our expectations and needs for
the coming year.

SUBSEQUENT EVENTS

In April, 2006, we signed an agreement with a professional sales and marketing
company, which effectively appoints them as the sales and marketing arm of the
Company.

14

ITEM 7. FINANCIAL STATEMENTS


Index to Financial Statements and Supplementary Data


Report of Independent Registered Public Accounting Firm ................... F-1

Balance Sheets ............................................................ F-2

Statements of Operations .................................................. F-3

Statement of Stockholders' Equity ......................................... F-4

Statements of Cash Flows .................................................. F-5

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


15

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

Report of Independent Registered Public Accounting Firm


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

We have audited the accompanying balance sheets of Repro-Med Systems, Inc. as of
February 28, 2006 and 2005 and the related statements of operations,
stockholders deficit and cash flows for each of the two years in the period
ended February 28, 2006. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Repro-Med Systems, Inc. as of
February 28, 2006 and 2005 and the results of its operations and its cash flows
for each of the two years in the period ended February 28, 2006, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
Financial Statements, the Company has incurred cumulative losses of $3,164,290
and there are existing uncertain conditions the Company faces relative to its
ability to obtain capital and operate successfully. These conditions raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding these matters are also described in Note A. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

/s/ Meyler & Company, LLC

June 12, 2006
Middletown, NJ

F-1