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

FORM 10-Q

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

For the quarterly period ended September 30, 2004, or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission File Number 0-16106

APA ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)

MINNESOTA 41-1347235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2950 N.E. 84TH LANE, BLAINE, MINNESOTA 55449
(Address of principal executive offices and zip code)

(763) 784-4995
(Registrant's telephone number, including area code)

FORMER NAME: APA OPTICS, INC.
(FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR END IF CHANGED SINCE LAST
REPORT)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to the filing
requirement for the past 90 days.

Yes [X] No [_]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [_] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

Class: Outstanding at November 3, 2004
Common stock, par value $.01 11,872,331

APA ENTERPRISES, INC.
FORM 10Q
TABLE OF CONTENTS

PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ITEM 1. FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . 3
CONSOLIDATED CONDENSED BALANCE SHEETS . . . . . . . . . . . . . . . . . . . . 3
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS . . . . . . . . . . . . . . . 4
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . . 5
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. . . . . . . . . . . . . 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. . . . . . . 19
ITEM 4. CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . . 19

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ITEMS 1 THROUGH 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . . . . 21

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APA ENTERPRISES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)

September 30, March 31,
2004 2004
--------------- -------------

ASSETS
Current assets:
Cash and cash equivalents $ 12,363,455 $ 13,544,910
Accounts receivable, net of allowance for
uncollectible accounts of $48,107 at September 30,
2004 and $49,038 at March 31, 2004 1,540,890 1,787,541
Inventories 1,577,271 1,574,188
Prepaid expenses 140,059 174,503
Bond reserve funds 88,368 133,865
--------------- -------------
Total current assets 15,710,043 17,215,007

Property, plant and equipment, net 4,213,792 4,550,956

Other assets:
Bond reserve funds 334,238 332,433
Goodwill 3,422,511 3,422,511
Other 490,692 562,609
--------------- -------------
4,247,441 4,317,553
--------------- -------------

Total assets $ 24,171,276 $ 26,083,516
=============== =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,475,827 $ 1,637,923
Accounts payable 990,865 1,050,690
Accrued compensation 586,281 645,293
Accrued expenses 239,749 212,713
--------------- -------------
Total current liabilities 3,292,722 3,546,619

Long-term debt 130,284 173,836

Shareholders' equity:
Undesignated shares - -
Preferred stock - -
Common stock 118,723 118,723
Additional paid-in capital 51,952,038 51,980,946
Accumulated deficit (31,322,491) (29,736,608)
--------------- -------------
Total shareholders' equity 20,748,270 22,363,061
--------------- -------------

Total liabilities and shareholders' equity $ 24,171,276 $ 26,083,516
=============== =============

SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

APA ENTERPRISES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

Three Months Ended Six Months Ended
September 30, September 30,
-------------------------- --------------------------

2004 2003 2004 2003
------------ ------------ ------------ ------------

Revenues $ 3,668,068 $ 3,557,586 $ 7,355,786 $ 5,128,562

Costs and expenses:
Cost of sales 2,885,804 3,358,169 5,972,647 5,230,034
Research and 220,595 210,861 411,803 408,964
development
Selling, general and 1,476,049 1,686,796 2,816,858 2,754,958
administrative
------------ ------------ ------------ ------------
4,582,448 5,255,826 9,201,308 8,393,956
------------ ------------ ------------ ------------

Loss from operations (914,380) (1,698,240) (1,845,522) (3,265,394)

Gain on sale of operations - - 208,314 -
Other income 57,062 31,502 104,256 108,087
Other expense (24,979) - (50,231) (54,580)
------------ ------------ ------------ ------------
32,083 31,502 262,339 53,507
------------ ------------ ------------ ------------

Loss before income taxes (882,297) (1,666,738) (1,583,183) (3,211,887)

Income taxes 750 750 2,700 1,000
------------ ------------ ------------ ------------

Net loss $ (883,047) $(1,667,488) $(1,585,883) $(3,212,887)
============ ============ ============ ============

Net loss per share:
Basic and diluted ($0.07) ($0.14) ($0.13) ($0.27)
============ ============ ============ ============

Weighted average shares
outstanding:
Basic and diluted 11,872,331 11,872,331 11,872,331 11,872,331
============ ============ ============ ============

SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

APA ENTERPRISES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Six Months Ended
September 30,
--------------------------

2004 2003
------------ ------------

OPERATING ACTIVITIES
Net loss $(1,585,883) $(3,212,887)
Adjustments to reconcile net loss to net cash used in operating
activities, net of acquisition:
Depreciation and amortization 471,791 451,852
Stock based compensation (28,908) 29,879
Changes in operating assets and liabilities:
Accounts receivable 246,651 (797,873)
Inventories (3,083) (145,819)
Prepaid expenses and other 36,131 (99,956)
Accounts payable and accrued expenses 133,199 729,934
------------ ------------
Net cash used in operating activities (730,102) (3,044,870)

INVESTING ACTIVITIES
Purchases of property and equipment (289,397) (234,176)
Acquisition of business - (1,960,000)
Other - (7,375)
------------ ------------
Net cash used in investing activities (289,397) (2,201,551)

FINANCING ACTIVITIES
Repayment of long-term debt (205,648) (340,028)
Increase in bond reserve funds 43,692 4,248
------------ ------------
Net cash used in financing activities (161,956) (335,780)
------------ ------------

Decrease in cash and cash equivalents (1,181,455) (5,582,201)

Cash and cash equivalents at beginning of period 13,544,910 22,235,686
------------ ------------

Cash and cash equivalents at end of period $12,363,455 $16,653,485
============ ============

Noncash investing and financing activities
Capital expenditure included in accounts payable $ (225,000) -

SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

The accompanying condensed financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete financial statements. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended March 31, 2004.

In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Certain reclassifications of previously reported amounts have been
made to conform that presentation to the current period presentation.

NOTE 2. NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net
loss per share:

Three Months Ended Six Months Ended
September 30, September 30,
-------------------------- --------------------------

2004 2003 2004 2003
------------ ------------ ------------ ------------

Numerator for basic and diluted net
loss $ (883,047) $(1,667,488) $(1,585,883) $(3,212,887)
============ ============ ============ ============

Denominator for basic and diluted
net loss per share- weighted-
average shares outstanding 11,872,331 11,872,331 11,872,331 11,872,331
============ ============ ============ ============

Basic and diluted net loss per share ($0.07) ($0.14) ($0.13) ($0.27)
============ ============ ============ ============

Common stock options and warrants to purchase 873,742 and 1,014,197 shares of
common stock with a weighted average exercise price of $6.65 and $6.70 were
outstanding at September 30, 2004 and 2003, respectively, but were excluded from
calculating diluted net loss per share because they were antidilutive.

NOTE 3. ACQUISITION

On June 27, 2003, the Company acquired certain assets of Americable, Inc.
The acquisition was accounted for as a purchase and, accordingly, results of
operations relating to the purchased assets have been included in the statement
of operations from the date of acquisition. There are no contingent payments
related to the acquisition. The Company reclassified certain balances from the
original Americable purchase price allocation as part of an asset valuation
adjustment. The adjustment was made after determining the fair value of the
assets purchased. The result of the change was a decrease in inventory and
property, an increase in accounts receivable, and an increase

in goodwill. This did not change the purchase price of the transaction. The
purchase price and assets acquired with purchase price adjustments are as
follows:

Original Purchase Revised
Purchase Price Price Purchase Price
Allocation Adjustment Allocation
--------------- ------------ ---------------

Accounts receivable $ 594,000 $ 46,279 $ 640,279
Inventory 638,000 (13,944) 624,056
Property, plant and equipment 450,000 (49,186) 400,814
--------------- ------------ ---------------
Assets purchased 1,682,000 (16,851) 1,665,149
Goodwill 278,000 16,851 294,851
--------------- ------------ ---------------
Purchase price $ 1,960,000 $ - $ 1,960,000
=============== ============ ===============

Goodwill is expected to be fully deductible for tax purposes.

NOTE 4. SEGMENT REPORTING

The Company has identified two reportable segments based on its
internal organizational structure, management of operations, and performance
evaluation. These segments are Optronics (historically referred to as the APA
Optics, Inc. segment) and Cables and Networks (historically referred to as the
APACN segment). Optronic's revenue is generated in the design, manufacture and
marketing of ultraviolet (UV) detection and measurement devices and optical
components. Cables & Network's revenue is derived primarily from standard and
custom fiber optic cable assemblies, copper cable assemblies, value added fiber
optics frames, panels and modules. Expenses are allocated between the companies
based on detailed information contained in invoices. In addition, corporate
overhead costs for management's time and other expenses are allocated. Segment
detail is summarized as follows (unaudited, in thousands):

Cables &
Optronics Networks Eliminations Consolidated
----------- ---------- -------------- --------------

THREE MONTHS ENDED SEPTEMBER 30, 2004
External sales $ 149 $ 3,623 $ (104) $ 3,668
Cost of sales 389 2,601 (104) 2,886
Operating income (loss) (1,025) 111 - (914)
Depreciation and amortization 179 53 - 232
Capital expenditures 2 26 - 28
Total assets 24,056 7,506 (7,391) 24,171

THREE MONTHS ENDED SEPTEMBER 30, 2003
External sales $ 61 $ 3,497 - $ 3,558
Cost of sales 680 2,678 - 3,358
Operating loss (1,432) (266) - (1,698)
Depreciation and amortization 185 54 - 239
Capital expenditures 31 127 - 158
Total assets 28,428 7,652 (7,039) 29,041

SIX MONTHS ENDED SEPTEMBER 30, 2004
External sales $ 292 $ 7,295 $ (231) $ 7,356
Cost of sales 961 5,243 (231) 5,973
Operating income (loss) (2,062) 216 - (1,846)
Depreciation and amortization 364 108 - 472
Capital expenditures 236 53 - 289
Total assets 24,056 7,506 (7,391) 24,171

SIX MONTHS ENDED SEPTEMBER 30, 2003
External sales $ 122 $ 5,014 (7) $ 5,129
Cost of sales 1,359 3,878 (7) 5,230
Operating loss (2,796) (469) - (3,265)
Depreciation and amortization 368 84 - 452
Capital expenditures 101 133 - 234
Total assets 28,428 7,652 (7,039) 29,041

NOTE 5. SALE OF OPTICS MANUFACTURING OPERATIONS

In January, 2004 the Company announced the discontinuance of optics
manufacturing at its Blaine facility. The closure was the result of aggressive
off-shore pricing and continued lower demand for this product line. This
resulted in a charge of $171,000 taken in the 4th quarter ended March 31, 2004.
The Company sold its optics manufacturing operations on April 14, 2004 for
$220,000. The terms of the sale required the Company to restructure a loan
with the City of Aberdeen which included an upfront loan payment of $89,305 and
payment of the remaining $140,000 loan amount in seven annual installments of
$20,000 each beginning June 30, 2004.

NOTE 6. STOCK BASED COMPENSATION

The Company has various incentive and non-qualified stock option plans
which are used as an incentive for directors, officers, and other employees.
The Company uses the intrinsic value method to value stock options issued to
employees. Under this method, compensation expense is recognized for the amount
by which the market price of the common stock on the date of grant exceeds the
exercise price. The Company's stock based compensation expense also reflects the
benefit of the cancellation of previously unvested expensed options. The
Company recognized compensation income of $15,446 and $28,908 for the three and
six months ended September 30, 2004, and compensation expense of $29,879 for the
three and six months ended September 30, 2003. For those stock options granted
where the exercise price was equal to the market value of the underlying common
stock on the date of grant, no stock-based employee compensation cost is
reflected in the net loss. Had the fair value method been applied, our
compensation expense would have been different. The following table

illustrates the effect on net loss and net loss per share if the Company had
applied the fair value method, to stock-based employee compensation for the
following three months ended:

Three Months Ended Six Months Ended
September 30, September 30,
------------------------- --------------------------

2004 2003 2004 2003
----------- ------------ ------------ ------------

Net loss to common
shareholders - as reported $ (883,047) $(1,667,488) $(1,585,883) $(3,212,887)
Less: Total stock-based
employee compensation
expense determined under
fair value based method for (37,980) (50,318) (86,322) (100,635)
all awards, net of related tax
effects
----------- ------------ ------------ ------------
Net loss - pro forma $ (921,027) $(1,717,806) $(1,672,205) $(3,313,522)
=========== ============ ============ ============

Basic and diluted net loss
per common share - as
reported ($0.07) ($0.14) ($0.13) ($0.27)
Basic and diluted net loss
per common share - pro
forma ($0.08) ($0.15) ($0.14) ($0.28)

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

Statements in this Report about future sales prospects and other matters to
occur in the future are forward looking statements and are subject to
uncertainties due to many factors, many of which are beyond our control. These
factors include, but are not limited to, the continued development of our
products, acceptance of those products by potential customers, our ability to
sell such products at a profitable price, and our ability to fund our
operations. For further discussion regarding these factors, see "Factors That
May Influence Future Results."

OVERVIEW

APA Enterprises, Inc., (formerly known as APA Optics, Inc.) consisting of
the Optronics group and the Cables & Networks group, develops, designs,
manufactures and markets fiber optics, copper and gallium nitride (GaN) based
components and devices for industrial, commercial, consumer and scientific
applications. Optronics is active in the development, design, manufacture and
marketing of ultraviolet (UV) measurement instruments for consumers and
industrial customers, and gallium nitride (GaN) based transistors for power
amplifiers and other commercial applications. Cables & Networks designs,
manufactures and markets a variety of fiber optic and copper components to the
data communication and telecommunication industries. Both groups also source
from third parties components and devices for direct and value-added sales to
our customers in all these technology areas.

Cables & Networks' internally manufactured products primarily include a
broad line of standard and custom fiber optic cable assemblies, copper cable
assemblies, optical components, value added fiber optic distribution frames,
panels and modules. These products are manufactured at the Cables & Networks
plant in Plymouth, Minnesota and Optronics' facility in Aberdeen, South Dakota,
and marketed to broadband service providers, commercial data networks, and
original equipment manufacturers. Cables & Networks acquired certain assets of
Computer System Products, Inc. ("CSP") on March 14, 2003 and certain assets of
Americable, Inc. ("Americable") on June 27, 2003. Several of the items discussed
under "Results of Operations" show significant changes from the comparable
periods in the preceding fiscal year as a result of these acquisitions.

In January 2004 Optronics terminated its optics manufacturing in Blaine,
Minnesota as described in Note 5. Additionally in January 2004 Optronics
consolidated its fiber optics operations within Blaine. Optronics plans to
continue to market and sell fiber optic products using mainly Cables & Network's
sales team and channels. We outsource several components from third parties
including passive optical splitters, arrayed waveguides (AWGs) and wavelength
division multiplexers (WDMs) based on Thin Film Filter (TFF) technology, which
we combine with our internally manufactured products to create value added
components for our customers. The majority of our outsourced product providers
are located offshore.

Most companies in the communications industry have been affected by the
slowdown in telecommunications equipment spending over the past several years.
Decreased demand and competition have continued to put downward pressure on
margins. This downward pressure is likely to continue and we will need to reduce
operating costs and improve efficiencies to remain competitive in the
marketplace.

Optronic's consumer UV detection product, the SunUVTM Personal UV Monitor
(PUVM, formerly SunWatch) continues in low volume production. We are shipping
small quantities to retailers and catalog customers on an ongoing basis. The
offshore manufacturer is maintaining a flow of product, but low yield caused
primarily by mechanical and cosmetic issues has limited our ability to pursue
larger orders from our distribution channels. High volume manufacturing is being
addressed with the current supplier. We have selected another supplier for our
PUVM's. Our goal is to qualify this supplier prior to the initiation of
production runs. We anticipate production samples for qualification will be
available during the early part of the fourth quarter of fiscal 2005.

In addition to the UV consumer product line, Optronics has reconfigured its
TrUVMeterTM for monitoring UV radiation printing and curing systems, which is a
growing segment of the printing and coating industries. This reconfiguration
involves detection and analysis of four light bands (all in the UV spectral
range) using four separate detector assemblies, as compared to only one in the
TrUVMeterTM. We have completed the design and major development tasks for this
product, called Profiler M. We introduced the Profiler M at the Specialty
Graphics and Imaging trade show held in Minneapolis in October 2004.
Subsequently we have shipped test units for customer evaluation. Our plans call
for integrating customers' feedback in the final configuration and initiating
manufacturing of the Profiler M. We anticipate units will be available for sale
during the fourth quarter of fiscal 2005.

Optronics continues to develop transistors based on GaN/AlGaN (gallium
nitride/aluminum gallium nitride) for base transceiver station power amplifier
applications while assessing other commercialization opportunities. With
assistance from outside foundries we are processing, packaging and testing
transistors built from our material. Our plan is to continue characterizing
demonstration power amplifiers built using AlGaN/GaN based transistors while
qualifying the long term reliability of these devices.

During the latter part of fiscal 2004 we purchased a multi-wafer (6 wafers,
2 inches in diameter) metal organic chemical vapor deposition (MOCVD) system to
supply high performance epitaxial wafers for internal requirements as well as
for other potential customers. Installation of this system will be completed
within the third fiscal quarter of 2005 at a leased facility that provides
state-of-the-art characterization equipment. Included in the reactor purchase
was a quantity of wafers, grown at the vendor's application lab to APA's
specifications. These wafers were grown to demonstrate the capability of the
tool and to serve as a bridge until the reactor is brought on-line. These wafers
are currently being processed and evaluated.

We will be working with potential epi-wafer customers to initially qualify
our material during the third quarter of fiscal 2004. This qualification process
is dependent on the customer fabrication and testing schedule and typically
ranges from several weeks to several months. We expect to work toward wafer
supply agreements with these potential customers, leveraging our cutting edge
material and fundamental patent position.

RESULTS OF OPERATIONS
- ---------------------

THREE MONTHS ENDED SEPTEMBER 30, 2004 VS. THREE MONTHS ENDED SEPTEMBER 30, 2003

Consolidated revenues for the three months ended September 30, 2004
increased $110,482, or 3%, to $3,668,068 from $3,557,586 in 2003.

Revenues at Cables & Networks were $3,622,735, compared to sales of
$3,497,188 reported in the same quarter a year ago, an increase of 4%. Sales for
the current quarter to broadband service provider and commercial data networks
were $2,478,000 versus $2,031,000. The increase was due to revenue from
additional customers in the Fiber-to-the-Home market. Sales to OEM's were
$1,145,000 versus $1,466,000 in the year ago period. The decrease is due to a
focus away from lower margin products as well as lower demand in the market. We
expect that future sales of Cables & Networks products will continue to account
for a substantial portion of our revenue. We anticipate revenues may decline
slightly due to seasonality in the third quarter of fiscal 2005, consistent with
the decline experienced by Cables & Networks during the prior year's quarter.

Gross revenues at Optronics increased $88,796, or 147%, to $149,194 from
$60,398 in the same quarter a year ago. Gross revenues for the second quarter
ended reflect approximately $103,800 of sales to Cables & Networks for fiber
optics products and subcontracted labor versus none in the comparable period
last year. These sales are eliminated as intercompany sales in the
consolidated financials in each quarter. The net decrease in revenues for the
quarter was due primarily to lower sales of fiber optics and optics products,
offset by additional sales for foundry services.

COST OF SALES AND GROSS PROFIT

Cables & Network's gross profit increased $202,445, or 25%, to $1,021,683
from $819,238. Gross margins as a percent of revenues increased from 23% to 28%.
The increase in margins reflects reduced production costs in the current quarter
for duplicate overhead and personnel costs absorbed in the prior year while
operating and consolidating multiple facilities, as well as an increased focus
on selling higher margin products.

Gross cost of sales at Optronics decreased $291,606, or 43%, to $388,613
from $680,219. Gross cost of sales reflects approximately $103,800 related to
cost of sales to Cables & Networks for fiber optics products and subcontracted
labor versus none last year. These costs are eliminated as intercompany cost of
sales in the consolidated financials in each quarter. The net decrease in cost
of sales is due to lower material and production expenses related to the closure
of the optics manufacturing line as well as lower personnel costs associated
with cost reduction efforts.

We anticipate comparable gross margins and cost of sales for Cables &
Networks and Optronics for the third quarter.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses consist of the research and development
expense at Optronics. There have been no research and development expenses at
Cables & Networks. Expenses were $220,595, relatively unchanged between periods.
We expect research and development expenses to grow slightly in the third
quarter.

SELLING, GENERAL AND ADMINISTRATIVE

Consolidated S, G & A expenses decreased $210,747, or 12%, to $1,476,049
from $1,686,796 in 2003.

Selling, general and administrative expenses at Cables & Networks decreased
$174,391, or 16%, to $910,771 from $1,085,162. The majority of the decrease is
attributable to the elimination of duplicate and one time expenses related to
operating multiple facilities and consolidating them in the fiscal 2004 quarter,
offset by slightly higher administration and professional costs.

Selling, general and administrative expenses at Optronics decreased
$36,356, or 6%, to $565,278 from $601,634. The decrease is due to lower
personnel and related costs associated with cost reductions implemented over
fiscal year 2004, offset slightly by higher professional fees.

INCOME (LOSS) FROM OPERATIONS

Consolidated losses from operations decreased $783,860, or 46%, to $914,380
from $1,698,240 in 2003.

The income from operations at Cables & Networks was $110,912 versus a loss
of $265,924 in the fiscal 2004 quarter. The increased income in the quarter
was mainly the result of a combination of increased gross margins and the
reduction in duplicate expenses relating to multiple facilities absorbed in the
prior year period.

The loss from operations at Optronics was $1,025,292, a decrease of
$407,024, or 28%. The decrease in the loss is primarily the result of the cost
reductions implemented over the prior fiscal year, mainly for personnel
reductions and the elimination of the optics line of business. We expect to
incur losses at Optronics until we realize significant revenues from the sales
of our PUVM and GaN related products.

OTHER INCOME AND EXPENSE

Consolidated other income and expense increased $581 to $32,083 from
$31,502.

Other expense at Cables & Networks increased approximately $8,500 for
interest expense due to a larger outstanding debt balance in the current period.

Other income at Optronics increased $32,976 to $128,166. Interest income
increased approximately $23,000 due to a higher outstanding debt balance due
from Cables & Networks and higher amount earned on short term investments, while
other income increased approximately $10,000 from facility rental.

NET INCOME (LOSS)

Consolidated net loss for the quarter decreased $784,441, or 47%, to
$883,047, or $.07 cents per share, from $1,667,488, or $.14 cents per share in
the year ago period.

Cables & Networks had net income of $37,160 in the quarter, compared to a
loss of $331,103 in the year ago quarter. The increase reflects improved gross
margins through reduced production costs and reduced S, G, & A expenses
attributable to operating multiple facilities in the year ago period.

Optronics recorded a net loss of $920,207, a decrease of $416,178, or 31%,
from the loss of $1,336,385 reported in the same period of fiscal 2004. The
decrease is due mainly to cost reductions implemented over the past year. While
cost reductions implemented so far at Optronics will help lower the overall
losses for the Company, achieving profitability in the future will strongly
depend upon Optronic's ability to manufacture and market gallium-nitride
products.

SIX MONTHS ENDED SEPTEMBER 30, 2004 VS. SIX MONTHS ENDED SEPTEMBER 30, 2003

Consolidated revenues for the six months ended September 30, 2004 increased
$2,227,224, or 43%, to $7,355,786 from $5,128,562 in 2003.

Revenues at Cables & Networks increased $2,281,007, or 45% to $7,294,547
from $5,013,540. The increase is attributable to higher revenues in the first
quarter of fiscal 2005 quarter generated by the acquisition from Americable,
Inc., which occurred at the end of the first quarter of fiscal 2004. The
Americable assets contributed no corresponding revenues for the first quarter of
fiscal 2004. Sales to broadband service provider and commercial data networks
were $4,961,000 or 68% of revenue, and sales to OEM's were $2,334,000, or 32% of
revenue. This compares to 60% for broadband and commercial data networks and 40%
for OEM's in the prior period. The change reflects higher demand in the
Fiber-to-the-Home market, offset by lower demand from OEM's.

Gross revenues at Optronics increased $169,496, or 139%, to $291,688 from
$122,192 in the same period a year ago. Gross revenues reflect approximately
$230,000 of sales to Cables & Networks for fiber optics products and
subcontracted labor versus $7,100 last year. These sales are eliminated as
intercompany sales in the consolidated financials in each quarter. The net
decrease in revenues is due primarily to lower sales of fiber optics and optics
products.

COST OF SALES AND GROSS PROFIT

Cables & Network's gross profit increased $915,821, or 81%, to $2,051,623
from $1,135,802. The increase is mainly to higher margins generated in the first
quarter of fiscal 2005 generated by the acquisition of Americable, Inc. Gross
margins as a percent of revenues increased from 23% to 28%. The increase in
margin percentage reflects reduced production costs for overhead and personnel
costs absorbed in the prior year while operating and combining multiple
facilities, as well as an increased focus on selling higher margin products.

Gross cost of sales at Optronics decreased $399,294, or 29%, to $960,172
from $1,359,466. Gross cost of sales reflects $230,000 related to cost of sales
to Cables & Networks for fiber optics products and subcontracted labor versus
$7,100 last year. These costs are eliminated as intercompany cost of sales in
the consolidated financials in each quarter. The net decrease in cost of sales
is due to lower material and production expenses related to the closure of the
optics manufacturing line as well as lower personnel costs associated with cost
reduction efforts.

RESEARCH AND DEVELOPMENT EXPENSES

SELLING, GENERAL AND ADMINISTRATIVE

Consolidated S, G & A expenses increased $61,900, or 2%, to $2,816,858 from
$2,754,958 in 2003.

Selling, general and administrative expenses at Cables & Networks increased
$231,453, or 14%, to $1,836,030 from $1,604,577. The majority of the increase
is attributable to expenses generated by the acquisition from Americable, Inc.
which occurred at the end of the first quarter of fiscal 2004 and had no
expenses in the fiscal 2004 first quarter.

Selling, general and administrative expenses at Optronics decreased
$169,553, or 15%, to $980,828 from $1,150,381. The decrease is due to lower
personnel and related costs associated with cost reductions implemented over
fiscal year 2004.

INCOME (LOSS) FROM OPERATIONS

Consolidated losses from operations decreased $1,419,872, or 43%, to
$1,845,522 from $3,265,394 in 2003.

The income from operations at Cables & Networks was $215,593 versus a loss
of $468,775 in the year ago period. The increased income was mainly the result
of a combination of increased revenues and gross margins as well as reductions
in S, G, & A expenses relating to multiple facilities absorbed in the prior
year.

The loss from operations at Optronics was $2,061,115, a decrease of
$735,504, or 26%. The decrease in the loss is primarily the result of the cost
reductions implemented over the prior fiscal year, mainly for personnel
reductions, and the elimination of the optics line of business.

OTHER INCOME AND EXPENSE

Consolidated other income and expense increased $208,832 to $262,339 from
$53,507.

Higher income at Cables & Networks in fiscal 2004 was due to management
fee income earned in relation to the acquisition from CSP. Interest expense at
Cables & Networks increased $42,773. The increase is due to a larger outstanding
debt balance mainly related to the acquisition of Americable late in the second
quarter in fiscal 2004.

Other income at Optronics increased $268,179, or 147%, to $451,035 from
$182,856. The sale of the optics manufacturing operations in April 2004 and
related facility income accounted for $230,000 of the increase. Interest income
increased slightly due to a higher outstanding debt balance due from Cables &
Networks. Interest expense was $45,662, relatively unchanged between periods.

NET INCOME (LOSS)

Consolidated net loss decreased $1,627,004, or 51%, to $1,585,883, or $.13
cents per share, from $3,212,887, or $.27 cents per share in the year ago
period.

Cables & Networks had net income of $70,359 versus a loss of $548,482 in
the year ago period. The increase reflects improved gross margins, mainly
through reduced production costs, and reduced S, G, & A expenses attributable to
operating multiple facilities in the prior year.

Optronics recorded a net loss of $1,656,242, a decrease of $1,008,163, or
38%, from the loss of $2,664,405 reported in the same period of fiscal 2004. The
decrease is due mainly to cost reductions relating to personnel implemented over
the past year as well as the gain on sale of the optics manufacturing business
and the elimination of its related expenses.

LIQUIDITY AND CAPITAL RESOURCES
- ----------------------------------

The Company's cash and cash equivalents consist primarily of money market
funds, U.S. Government instruments or other government instruments with original
maturities of less than three months.

Cash used in operating activities was $730,102 for the six month period
ending September 30, 2004 compared to $3,044,870 used in the same period in
fiscal 2004. The decrease in the cash used between the two periods reflects a
decrease in loss from operations of $1,419,872, achieved by a combination of
increased revenue and profitable operations at Cables & Networks and decreased
costs at Optronics due to cost reduction efforts and a gain on the sale of the
optics manufacturing business at Optronics in April 2004.

We used net cash of $289,397 in investing activities for the six months
ended September 30, 2004 compared to $2,201,551 used in the same period of the
preceding fiscal year. The use of cash in the six months ended September 30,
2004 reflects capital expenditures mainly for production equipment at Optronics.
For the six months ended September 30, 2003, $1,960,000 was used to purchase the
assets of Americable, Inc. We anticipate approximately $600,000 to $800,000 in
capital expenditures in fiscal 2005.

Net cash used in financing activities for the six months ended September
30, 2004 totaled $161,956. We used $205,648 for the scheduled reduction of debt
and generated $43,692 from the reduction of bond reserve funds. During the same
period in fiscal 2004 we used $335,780 in financing activities, of which
$340,028 was used for the scheduled reduction of debt and $4,248 was generated
from the reduction of bond reserve funds.

We believe we have sufficient funds for operations for at least the next
twelve months.

Our contractual obligations and commitments are summarized in the table
below (in 000's):

Less than After
Total 1 Year 1-3 years 4-5 years 5 years
----------------------------------------------------

Long-term debt $1,606 $ 1,476 $ 70 $ 40 $ 20
Leases 1,285 527 730 28 -
----------------------------------------------------

Total Contractual Cash
Obligations $2,891 $ 2,003 $ 800 $ 68 $ 20
====================================================

Application of Critical Accounting Policies

In preparing our consolidated financial statements, we make estimates,
assumptions and judgments that can have a significant impact on our revenues,
loss from operations and net loss, as well as on the value of certain assets and
liabilities on our consolidated balance sheet. We believe that there are several
accounting policies that are critical to an understanding of our historical and
future performance, as these policies affect the reported amounts of revenues,
expenses and significant estimates and judgments applied by management. While
there are a number of accounting policies, methods and estimates affecting our
consolidated financial statements, areas that are particularly significant
include:

- Revenue recognition;

- Accounting for income taxes; and

- Valuation and evaluating impairment of long-lived assets and goodwill

Revenue Recognition
- --------------------

Revenue is recognized when persuasive evidence of an arrangement exists,
the product has been shipped, acceptance by the customer is reasonably certain
and collection is probable.

Accounting for Income Taxes
- ------------------------------

As part of the process of preparing our consolidated financial statements,
we are required to estimate our income tax liability in each of the
jurisdictions in which we do business. This process involves estimating our
actual current tax expense together with assessing temporary differences
resulting from differing treatment of items for tax and accounting purposes.
These differences result in deferred tax assets and liabilities. We must then
assess the likelihood that these deferred tax assets will be recovered from
future taxable income and, to the extent we believe that recovery is not more
likely than not or unknown, we must establish a valuation allowance.

Significant management judgment is required in determining our provision
for income taxes, our deferred tax assets and liabilities and any valuation
allowance recorded against our deferred tax assets. At March 31, 2004, we
recorded a full valuation allowance of $11,075,084 against our deferred tax
assets, due to uncertainties related to our ability to utilize our deferred tax
assets, consisting principally of certain net operating losses carried forward.
The valuation allowance is based on our estimates of taxable income by
jurisdiction and the period over which our deferred tax assets will be
recoverable. The Company had U.S. net operating loss (NOL) carryforwards of
approximately $27,899,000 which expire in fiscal years 2004 to 2024.

Realization of the NOL carryforwards and other deferred tax temporary
differences are contingent on future taxable earnings. The deferred tax asset
was reviewed for expected utilization using a "more likely than not" approach by
assessing the available positive and negative evidence surrounding its
recoverability. We will continue to assess and evaluate strategies that will
enable the deferred tax asset, or portion thereof, to be utilized, and will
reduce the valuation allowance appropriately at such time when it is determined
that the "more likely than not" approach is satisfied.

Valuation and evaluating impairment of long-lived assets and goodwill
- ---------------------------------------------------------------------

Goodwill represents the excess of the purchase price over the fair value of
net assets acquired. Goodwill should not be amortized but reviewed for
impairment at the fiscal year end or whenever conditions exist that indicate an
impairment could exist. The Company performed the annual impairment test in
fiscal years 2004 and 2003 and concluded that no impairment had occurred.

The Company evaluates the recoverability of its long-lived assets and
requires recognition of impairment of long-lived assets in the event that events
or circumstances indicate an impairment may have occurred and when the net book
value of such assets exceeds the future undiscounted cash flows attributed to
such assets. We assess the impairment of long-lived assets whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. No impairment of long-lived assets has occurred through September
30, 2004.

FACTORS THAT MAY INFLUENCE FUTURE RESULTS
- -----------------------------------------

The statements contained in this report on Form 10-Q that are not purely
historical are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, including, without
limitation, statements regarding the Company's expectations, hopes, beliefs,
anticipations, commitments, intentions and strategies regarding the future.
Forward-looking statements include, but are not limited to, statements contained
in "Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations." Actual results could differ from those projected in any
forward-looking statements for the reasons, among others, detailed below. We
believe that many of the risks detailed here are part of doing business in the
industry in which we compete and will likely be present in all periods reported.
The fact that certain risks are characteristic to the industry does not lessen
the significance of the risk. The forward-looking statements are made as of the
date of this Form 10-Q and we assume no obligation to update the forward-looking
statements or to update the reasons why actual results could differ from those
projected in the forward-looking statements.

Unless we generate significant revenue growth, our expenses and negative cash
flow will significantly harm our financial position.

We have not been profitable since fiscal 1990. As of September 30, 2004, we
had an accumulated deficit of $31.3 million. We may incur operating losses for
the foreseeable future, and these losses may be substantial. Further, we may
continue to incur negative operating cash flow in the future. We have funded our
operations primarily through the sale of equity securities and borrowings. We
have significant fixed expenses and we expect to continue to incur significant
and increasing manufacturing, sales and marketing, product development and
administrative expenses. As a result, we will need to generate significantly
higher revenues while containing costs and operating expenses if we are to
achieve profitability.

Declining average selling prices for our fiber optic products will require us to
reduce production costs to effectively compete and market these products.

Since the time we first introduced our fiber optic components to the
marketplace we have seen the average selling price of fiber optic components
decline. We expect this trend to continue. To achieve profitability in this
environment we must continually decrease our costs of production. In order to
reduce our production costs, we will continue to pursue one or more of the
following:

- Seek lower cost suppliers of raw materials or components.
- Work to further automate our assembly process.
- Develop value-added components based on integrated optics.
- Seek offshore sources for assembly services.

We will also seek to form strategic alliances with companies that can
supply these services. Decreases in average selling prices also require that we
increase unit sales to maintain or increase our revenue. There can be no
guarantee that we will achieve these objectives. Our inability to decrease
production costs or increase our unit sales could seriously harm our business,
financial condition and results of operations.

Demand for our products is subject to significant fluctuation. Adverse market
conditions in the communications equipment industry and any slowdown in the
United States economy may harm our financial condition.

Demand for our products is dependent on several factors, including capital
expenditures in the communications industry. Capital expenditures can be
cyclical in nature and result in protracted periods of reduced demand for
component parts. Similarly, periods of slow economic expansion or recession can
result in periods of reduced demand for our products. The current U.S. economic
slowdown has been more profound in the telecommunications market, resulting in a
significant reduction in capital expenditures for the Company's products. It is
impossible to predict how long the slowdown will last. Such periods of reduced
demand will harm our business, financial condition and results of operations.
Changes to the regulatory requirements of the telecommunications industry could
also affect market conditions, which could also reduce demand for our products.
Moreover, some of our customers have experienced serious financial difficulties,
which in certain cases have resulted in bankruptcy filings or cessation of
operations.

Our industry is highly competitive and subject to pricing pressure.

Competition in the communications equipment market is intense. We have
experienced and anticipate experiencing increasing pricing pressures from
current and future competitors as well as general pricing pressure from our
customers as part of their cost containment efforts. Many of our competitors
have more extensive engineering, manufacturing, marketing, financial and
personnel resources than we do. As a result, these competitors may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements or to offer more aggressive price reductions.

Our sales could be negatively impacted if one or more of our key customers
substantially reduce orders for our products.

If we lose a significant customer, our sales and gross margins would be
negatively impacted. In addition, the loss of sales may require us to record
impairment, restructuring charges or exit a particular business or product line.

We may be required to rapidly increase our manufacturing capacity to deliver our
products to our customers in a timely manner.

Manufacturing of our products is a complex and precise process. We have
limited experience in rapidly increasing our manufacturing capacity or in
manufacturing products at high volumes. If demand for our products increases, we
will be required to hire, train and manage additional manufacturing personnel
and improve our production processes in order to increase our production
capacity. There are numerous risks associated with rapidly increasing capacity,
including:

- Difficulties in achieving adequate yields from new manufacturing
lines,

- Difficulty maintaining the precise manufacturing processes required by
our products while increasing capacity,

- The inability to timely procure and install the necessary equipment,
and

- Lack of availability of qualified manufacturing personnel.

If we apply our capital resources to expanding our manufacturing capacity
in anticipation of increased customer orders, we run the risk that the projected
increase in orders will not be realized. If anticipated levels of customer
orders are not received, we will not be able to generate positive gross margins
and profitability.

Our dependence on outside manufacturers may result in product delivery delays.

We purchase components and labor that are incorporated into our products
from outside vendors. In the case of the SunUV(R) Personal UV Monitor, we supply
components to an outside assembler who delivers the completed product. If these
vendors fail to supply us with components or completed assemblies on a timely
basis, or if the quality of the supplied components or completed assemblies is
not acceptable, we could experience significant

delays in shipping our products. Any significant interruption in the supply or
support of any components or completed assemblies could seriously harm our sales
and our relationships with our customers. In addition, we have increased our
reliance on the use of contract manufacturers to make our products. If these
contract manufacturers do not fulfill their obligations or if we do not properly
manage these relationships, our existing customer relationships may suffer.

Our products may have defects that are not detected before delivery to our
customers.

Some of the Company's products are designed to be deployed in large and
complex networks and must be compatible with other components of the system,
both current and future. Our customers may discover errors or defects in our
products only after they have been fully deployed. In addition, our products may
not operate as expected over long periods of time. In the case of the SunUV(R)
Personal UV Monitor, a consumer product, customers could encounter a latent
defect not detected in the quality inspection. If we are unable to fix errors or
other problems, we could lose customers, lose revenues, suffer damage to our
brand and reputation, and lose our ability to attract new customers or achieve
market acceptance. Each of these factors would negatively impact cash flow and
would seriously harm our business, financial condition and results of
operations.

Consolidation among our customers could result in our losing a customer or
experiencing a slowdown as integration takes place.

It is likely that there will be increased consolidation among our customers
in order for them to increase market share and achieve greater economies of
scale. Consolidation is likely to impact our business as our customers focus on
integrating their operations and choosing their equipment vendors. After a
consolidation occurs, there can be no assurance that we will continue to supply
the surviving entity.

We must introduce new products and product enhancements to increase revenue.

The successful operation of our business depends on our ability to
anticipate market needs and develop and introduce new products and product
enhancements that respond to technological changes or evolving industry
standards on a timely and cost-effective basis. Our products are complex, and
new products may take longer to develop than originally anticipated. These
products may contain defects or have unacceptable manufacturing yields when
first introduced or as new versions are released. Our products could quickly
become obsolete as new technologies are introduced or as other firms introduce
lower cost alternatives. We must continue to develop leading-edge products and
introduce them to the commercial market quickly in order to be successful. Our
failure to produce technologically competitive products in a cost-effective
manner and on a timely basis will seriously harm our business, financial
condition and results of operations.

Our markets are characterized by rapid technological changes and evolving
standards.

The markets we serve are characterized by rapid technological change,
frequent new product introductions, changes in customer requirements and
evolving industry standards. In developing our products, we have made, and will
continue to make, assumptions with respect to which standards will be adopted
within our industry. If the standards that are actually adopted are different
from those that we have chosen to support, our products may not achieve
significant market acceptance.

Customer payment defaults could have an adverse effect on our financial
condition and results of operations.

As a result of adverse conditions in the telecommunications market, some of
our customers have and may continue to experience financial difficulties. In
the future, if customers experiencing financial problems default and fail to pay
amounts owed to the Company, we may not be able to collect these amounts or
recognize expected revenue. In the current environment in the telecommunications
industry and in the United States and global economies, it is possible that
customers from whom we expect to derive substantial revenue will default or that
the level of defaults will increase. Any material payment defaults by our
customers would have an adverse effect on our results of operations and
financial condition.

Our products may infringe on the intellectual property rights of others.

Our products are sophisticated and rely on complicated manufacturing
processes. We have received multiple patents on aspects of our design and
manufacturing processes and we have applied for several more. Third parties may
still assert claims that our products or processes infringe upon their
intellectual property. Defending our interests against these claims, even if
they lack merit, may be time consuming, result in expensive litigation and
divert management attention from operational matters. If such a claim were
successful, we could be prevented from manufacturing or selling our current
products, be forced to redesign our products, or be forced to license the
relevant intellectual property at a significant cost. Any of these actions could
harm our business, financial condition or results of operations.

Acquisitions or investments could have an adverse affect on our business.

In March 2003, we completed the acquisition of the assets of CSP as part of
our strategy to expand our product offerings, develop internal sources of
components and materials, and acquire new technologies. We acquired the assets
of Americable, Inc. in June 2003 and integrated them with the assets of CSP. We
intend to continue reviewing acquisition and investment prospects. There are
inherent risks associated with making acquisitions and investments including but
not limited to:

- Challenges associated with integrating the operations, personnel,
etc., of an acquired company;
- Potentially dilutive issuances of equity securities;
- Reduced cash balances and or increased debt and debt service costs;
- Large one-time write-offs of intangible assets;
- Risks associated with geographic or business markets different than
those we are familiar with; and
- Diversion of management attention from current responsibilities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our exposure to market risk for changes in interest rates relates primarily
to our investment portfolio. We invest in short-term securities of high credit
issuers with maturities ranging from overnight up to 24 months. The average
maturity of the portfolio does not exceed 12 months. The portfolio includes only
marketable securities with active secondary or resale markets to ensure
liquidity. We have no investments denominated in foreign country currencies and,
therefore, our investments are not subject to foreign exchange risk.

ITEM 4. CONTROLS AND PROCEDURES.

a. Evaluation of disclosure controls and procedures. The Company's chief
executive officer and chief financial officer have concluded that as
of the end of the fiscal period covered by this report the Company's
disclosure controls and procedures (as defined in Exchange Act Rule
13a-14(c)) were sufficiently effective to ensure that the information
required to be disclosed by the Company in the report was gathered,
analyzed and disclosed with adequate timeliness, accuracy and
completeness.

b. Changes in internal controls. There were no changes in the Company's
internal controls over financial reporting during the fiscal period
covered by this report that materially affected, or are likely to
materially affect, the Company's control over financial reporting.

PART II

ITEMS 1 THROUGH 3. NOT APPLICABLE

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

(a) The annual meeting of shareholders of the Company was held on August
19, 2004. As of the record date, July 6, 2004, there were 11,872,331
shares of Common Stock issued and outstanding. There were present and
voting at the meeting, in person or by proxy, 10,506,044 shares of
Common Stock (approximately 88% of the total issued and outstanding).

(b) (1) The election of 5 directors to serve for one-year terms was
approved. The individual results are as follows. There were no broker
non-votes.

- ----------------------------------------------------------------------
Voting Authority
Name Affirmative Votes Withheld Abstain
- ----------------------------------------------------------------------

- ----------------------------------------------------------------------
Anil K. Jain 10,422,290 83,754 -
- ----------------------------------------------------------------------
Kenneth A. Olsen 10,402,290 103,754 -
- ----------------------------------------------------------------------
John G. Reddan 10,437,190 68,854 -
- ----------------------------------------------------------------------
Ronald G. Roth 10,453,890 52,154 -
- ----------------------------------------------------------------------
Stephen L. Zuckerman, MD 10,452,290 53,754 -
- ----------------------------------------------------------------------

(c) The change of company name to APA Enterprises, Inc. from APA Optics,
Inc. was approved. The individual results are as follows. There were
no broker non-votes.

- ---------------------------------------------
For Name Change Against Name Change Abstain
- ---------------------------------------------

10,380,245 92,344 30,544
- ---------------------------------------------

ITEM 5. NOT APPLICABLE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

Exhibit 3.1 - Restated Articles of Incorporation, as amended

Exhibit 10.1 (c) - Lease Agreement with Jain-Olsen Properties

Exhibit 10.9 (b) - Amendment of Sublease Agreement with Veeco
Compound Semiconductor

Exhibit 31.1 - Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002

Exhibit 32.1 - Certification required of Chief Executive Officer
and Chief Financial Officer by Section 906 of the Sarbanes Oxley
Act of 2002

(b) Reports on Form 8-K.

None.

Signatures

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

APA ENTERPRISES, INC.

11/5/04 /s/ Anil K. Jain
- ---------- ----------------

Date Anil K. Jain
President,
Chief Executive Officer and Chief
Financial Officer (Principal Executive
and Principal Financial Officer)

11/5/04 /s/ Daniel Herzog
- ---------- -----------------

Date Comptroller
(Principal Accounting Officer)