SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Pro Dex Inc
------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
74265M106
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 6 Pages
CUSIP NO. 74265M106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Wilshire Securities Management, Inc. Tax ID #95-2844956
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California Corporation
5 SOLE VOTING POWER
66,345 Shares
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,621,632 Shares
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,632 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.2 %
12 TYPE OF REPORTING PERSON*
BD,IA
PAGE 2 OF 6 PAGES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
---------------------------------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
---------------------------------
Item 1. (a). Name of Issuer:
Pro Dex Inc
(b). Address of Issuer's Principal Executive
Offices:
151 East Columbine
Santa Ana California 92707
Item 2. (a). Name of Person Filing:
First Wilshire Securities Management, Inc.
(b). Address of Principal Business Office:
1224 East Green Street, Suite 200
Pasadena, CA 91106-3171
Page 3 of 6 Pages
Item 2. (c). Citizenship:
(d). Title of Class of Securities:
Common Stock
(e). CUSIP Number: 74265M106
Item 3. This statement is filed pursuant to Rule
13D-1(B)(ii)(G). The entity filing is an
Investment Adviser registered under
section 203 of the Investment Advisers
Act of 1940.
Item 4. Ownership.
(a). Amount Beneficially Owned
1,621,632 shares
(b). Percent of Class:
17.2 %
(c). Number of Shares as to which such entity has:
(i) sole power to vote or to direct the
vote 66,345 shares
(ii) shared power to vote or to direct
the vote None
(iii) sole power to dispose or to direct
the disposition of 1,621,632 shares
(iv) shared power to dispose or to direct
the disposition of None
Page 4 of 6 Pages
Item 5. If this statement is being filed to report
the fact that as of the date hereof the
reporting person has ceased to be the
beneficial owner of more than five
percent of the class of securities, check
the following. [ ]
Item 6. Ownership of More Than Five Percent on
Behalf of Another Person:( X )
Item 7. Identification and Classification of
Subsidiaries which Acquired the Security
Being Reported on by the Parent Holding
Company:
Item 8. Identification and Classification of Members
of the Group:
Page 5 of 6 Pages
Item 9. Notice of Dissolution of Group:
Item 10. Certification:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred
to above were acquired in the ordinary course of
business and were not acquired for the purpose
of and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction having
such purpose or effect.
Signature: After reasonable inquiry and to the best
of my knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
By: Mitchell Howard
----------------------------
Title: V.P., Compliance & Operations
Dated: 02/14/2007
Page 6 of 6 Pages