U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC 20549

                         FORM 10-KSB

(Mark One)
[X]  Annual report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the fiscal year ended 
     December 31, 1997. 
[ ]  Transition report under Section 13 or 15(d) of the 
     Securities Exchange Act of 1943 for the transition period 
     from ______________ to ______________.
 


                 Commission file number 001-11773

            PACIFIC RESEARCH & ENGINEERING CORPORATION
          ----------------------------------------------
          (Name of small business issuer in its charter)


         California                           95-2638420
 ------------------------------      ------------------------------
(State or other jurisdiction of     (IRS Employer Identification No.)
 Incorporation or organization)



                     2070 Las Palmas Drive
                   Carlsbad, California 92009
                 ------------------------------
       (Address of principal executive offices and zip code)

            Issuer's telephone number: (760) 438-3911

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

  Common Stock, no par value              
Common Stock Purchase Warrants            American Stock Exchange
------------------------------         ------------------------------
      (Title of class)                (Name of each exchange on which 
                                               registered)


Securities registered pursuant to Section 12(g) of the Exchange Act:
None
          
Check whether the issuer (1) has filed all reports required 
to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 
90 days. YES_X_ NO___

     Check if there is no disclosure of delinquent filers in 
response to Item 405 of Regulation S-B is not contained in this 
form, and no disclosure will 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. [X]

     Issuers' revenues for the year ended December 31, 1997 were 
$12.288 million. The aggregate market value of voting stock held 
by nonaffiliates of the registrant is approximately $4,524,750 
(based on the last American Stock Exchange reported sales price 
on March 30, 1998). This amount was calculated by reducing the 
total number of shares of the registrant's common stock 
outstanding by the total number of shares of common stock held by 
officers, directors, and stockholders owning in excess of 10% of 
the registrant's common stock, and multiplying the remainder by 
the last reported sales price on March 30, 1998. The information 
provided shall in no way be construed as an admission that any 
officer, director, or more than 10% stockholder of the registrant 
may be deemed an affiliate of the registrant or that such person 
is the beneficial owner of the shares reported as being held by 
such person, and any such inference is hereby disclaimed. As of 
March 30, 1998 there were 2,305,500 shares of the issuers common 
stock and warrants to purchase 500,000 shares of common stock 
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: Form 14a - Proxy Statement 
is incorporated by reference in Items 9, 10, 11 and 12

PAGE  <2>

TABLE OF CONTENTS

PART I

     Item 1.   Business                                    3
     
     Item 2.   Properties                                 13

     Item 3.   Legal Proceedings                          13

     Item 4.   Submission of Matters to a Vote of 
               Security Holders                           13

PART II

     Item 5.   Market for Registrant's Common Equity and
               Related Stockholder Matters                13
     
     Item 6.   Management's Discussion and Analysis of 
               Financial Condition and Results of
               Operations                                 14

     Item 7.   Financial Statements and Selected 
               Financial Data                             21

     Item 8.   Changes in and Disagreements With
               Accountants on Accounting and Financial 
               Disclosure                                 22

PART III

     Item 9.   Directors, Executive Officers, Promoters 
               and Control Persons; Compliance with 
               Section 16(a) of the Exchange Act          22

     Item 10.  Executive Compensation                     22

     Item 11.  Security Ownership of Certain Beneficial 
               Owners and Management                      22

     Item 12.  Certain Relationships and Related 
               Transactions                               22

     Item 13.  Exhibits, Financial Statements Schedules,
               and Reports on Form 8-K                    23


PAGE  <3>

PART I

ITEM 1.  BUSINESS 

This Report on Form 10-KSB contains forward-looking 
statements that involve risks and uncertainties. The Company's 
actual results may differ significantly from the results 
discussed in the forward-looking statements. Factors that might 
cause such a difference include, but are not limited to, those 
discussed in Item 1 the section entitled "Business Risks."

Forward-Looking Information - General

     This report contains a number of forward-looking 
statements which reflect the Company's current views with respect 
to future events and financial performance including statements 
regarding the Company's strategy, products under development and 
plans for expansion. These forward-looking statements are subject 
to certain risks and uncertainties that could cause actual 
results to differ materially from historical results or those 
anticipated. In this report, the words "anticipates," "believes," 
"expects," "intends," "future," "plans," "targets" and similar 
expressions identify forward-looking statements. Readers are 
cautioned to consider the risk factors described below under the 
heading "Business Risks" and not to place undue reliance on the 
forward-looking statements contained herein, which speak only as 
of the date hereof. The Company undertakes no obligation to 
publicly revise these forward-looking statements, to reflect 
events or circumstances that may arise after the date hereof.

Additionally, these statements are based on certain 
assumptions that may prove to be erroneous and are subject to 
certain risks including, but not limited to, the Company's 
ability to introduce new products, the concentration of the 
Company's current products in a relatively narrow segment of the 
professional audio market, technological change and increased 
competition in the industry, the Company's ability to manage its 
rapid growth, its limited protection of technology and 
trademarks, the Company's dependence on limited suppliers, 
representatives, distributors, and its dependence on certain key 
personnel within the Company. Accordingly, actual results may 
differ, possibly materially, from the predictions contained 
herein.

The Company 

     Since its incorporation in 1969, Pacific Research & 
Engineering Corporation (PR&E) or (the Company) has produced high 
quality audio products and studio design services for the radio 
and television broadcasting industry. These include on-air 
consoles for radio and television stations, radio production 
consoles and workstations, and peripheral products as well as 
technical furniture and studio design/integration services for 
turnkey systems. The Company has historically targeted the top-
rated radio stations and network facilities in the major United 
States (U.S.) broadcast markets, but has recently begun expanding 
its product offerings and marketing efforts to target middle and 
small market broadcasters in the U.S. as well as abroad.

Industry Overview 

     According to the Radio Advertising Bureau, an industry 
analyst, radio advertisers spent the following for each calendar 
year:

     1994           1995           1996           1997
 $10 billion    $11 billion    $12 billion    $14 billion (est)

     Radio continues to be an advertising medium of choice for 
targeting specific segments of the consumer marketplace. 
Opportunities created by advertising growth and changes in 
Federal Communication Commission (FCC) regulations have caused 
many changes in radio station ownership and operation, with new 
stations, new formats, combined station facilities, local 
marketing agreements (LMA) and duopoly, all creating the need for 
new studio equipment and services. The Company is planning on 
exploiting this need with new products and services designed to 
carry the Company into new market segments both domestically and 
internationally. 

PAGE  <4>

     The radio broadcasting industry has been in transition since 
the advent of television in the early 1950's. Over this period 
the industry developed new programming and embraced new 
technology to survive and compete effectively with the wide 
variety of advertising media. Radio accounts for nearly 7% of the 
total spent on advertising nationally. The Company believes that 
regulatory changes by the FCC in 1996 regarding multiple station 
operation are not only changing the ownership structure of the 
radio broadcasting industry, but are also creating additional 
applications and opportunities for the Company to introduce new 
and more efficient technologies. Following a complex market size 
and share formula, an entity may now own up to eight stations in 
one market. 

     The Company's primary market has been the U.S. radio 
broadcast industry, which now numbers over 13,000 operating 
licensees of the FCC. Additionally, the Company has recently 
placed significant focus on the international market, through 
increased efforts in sales staff and presence by establishing 
distributor relationships abroad and increasing its export staff. 

     Radio markets are commonly ranked according to data 
collected on the 12+ age group population located within the 
various Arbitron metro survey areas. Each radio market is 
assigned a rank according to the population of the listening 
area. For example, the "Top 10 Markets" are New York, Los 
Angeles, Chicago, San Francisco, Philadelphia, Dallas, Detroit, 
Washington DC, Houston and Boston. 

     The following table sets forth the Company's customers 
according to market share breakdown based on the Arbitron market 
ranking as of December 31, 1997. 


                          Number of               Percentage of
                   --------------------         ----------------
   Radio Market    Stations   PR&E Client       PR&E Clients Per 
      Rank                                       Market Rank(1)

      1-50          1875          552                 29.4%

     51-100         1164          181                 15.5%

    101-150          753           89                 11.8%

    151-261         1356           90                  6.6%


(1) Represents the percentage of radio stations in each Market 
Rank to which the Company has sold and/or continues to sell 
products. The Company's competitors may also sell products to the 
same radio stations. The results set forth in the table are based 
on an informal survey conducted by the Company.

     Each market's radio stations are rated by Arbitron according 
to their market share or listener audience. The Company has 
historically targeted those stations in the top 30 markets that 
have an audience rating share of 1% or greater. By targeting the 
higher rated stations in the top broadcast markets, the Company 
was historically able to focus its marketing and product 
development efforts on the most affluent segment of the industry. 
The Company has recently expanded its product offerings and 
marketing efforts to target middle and smaller market stations as 
well as lower-rated stations in the top markets.

Strategy 

MARKETING CHANNEL DEVELOPMENT. Management plans to market the 
Company's products and services worldwide by increasing domestic 
and international advertising and promotional activities. The 
Company recently reorganized its sales force to improve focus in 
the major markets and establish channels for marketing lower-
priced products to less affluent domestic broadcasters. Along 
with this reorganization, the Company has increased its 
advertising and promotional activities in an effort to more 
effectively reach the expanded market target. The Company is also 
focusing sales and marketing efforts specifically on the nation's 
large broadcast groups in order to better serve these important 
corporate clients. Additionally, the Company has increased staff 
and promotional activities designed to increase international 
business which, until recently, has remained relatively 
undeveloped.

PAGE  <5>

HORIZONTAL EXPANSION FOR TOP-MARKET BROADCASTERS. The Company 
intends to develop a range of new technology products and 
services for the Company's primary market segment, such as 
computer controlled air and production consoles and digital audio 
processing and interfacing devices. The first product in this 
category is the Integrity TM Digital Broadcast Console, which was 
introduced during the Audio Engineering Society (AES) trade show 
in Munich, Germany in 1997 and commercially released during the 
third quarter of 1997. Company management believes there is a 
market for high technology products and services in this 
category, and maintaining dominance in its existing market 
segment is vital to future success in other markets. 

MIDDLE MARKET PRODUCTS AND SERVICES. The Company plans to 
develop products and services for the broadcasters in somewhat 
less-affluent markets than those to which the Company has 
historically sold. The Company's recently expanded direct sales 
force and select international dealers will sell products for 
this market segment. The Company has completed the development of 
the AirWave TM; a low cost on-air broadcast console, which began 
shipping during March 1997. The Company is also in the final 
phase of development of a new line of ready-to-assemble studio 
furniture, QuikBilt TM, which offers high quality styling and 
craftsmanship at a low price. The Company intends to further 
expand these new product lines with other low-cost products as 
well as design and integration services aimed at serving the 
needs of smaller market broadcasters.

DEVELOPMENT OF OEM AUDIO ENGINE. The Company is developing a 
high quality, digital audio engine to be marketed as original 
equipment ("OEM") to manufacturers of computer-based digital 
audio recording/playback systems. This device, named SoundFire TM, 
translates sound into data which can be manually or automatically 
processed by computer. This engine will employ much of the 
digital signal processing ("DSP") technology being applied to 
the Company's other digital audio products, and will provide a 
vehicle for establishing OEM relationships with other 
manufacturers, which could lead to further product opportunities 
in the future. Additionally, the audio engine has the potential 
for varied applications in the high-end multimedia market as an 
audio server engine. 

Products & Services 

     The Company's current line of products and services address 
the technical operating requirements of control rooms and studios 
in the broadcasting industry. The Company's products and services 
are divided into three categories: Audio Control Consoles, 
Manufactured Peripheral Equipment and Systems Products and 
Services. The Company believes its equipment and services are 
ranked among the highest in the industry in quality, reliability, 
ease of use and maintenance, and customer service, among others. 

     1.     Audio Control Consoles are audio mixing, routing and 
monitoring systems. The Company manufactures a variety of 
consoles, covering a wide range of applications designed to meet 
the needs of major market radio and television broadcasters as 
well as middle and small market radio broadcasters. Approximately 
52% and 50% of sales for fiscal years 1997 and 1996, respectively, 
was attributable to the console line of business. 

     2.     Manufactured Peripheral Equipment includes 
distribution amplifiers, audio switchers, digital audio 
workstations, studio turrets and control panels. These products 
are sold both independently and as part of system design and 
integration. Approximately, 6% and 4% for fiscal years 1997 and 
1996, respectively, was attributable to the sales of peripheral 
equipment. 

     3.     System Products include design, engineering and 
fabrication services, which range from providing a single studio 
to a complete broadcast facility. As part of the system 
integration business, the Company is a distributor for third-
party manufacturers of supporting peripheral equipment. However, 
the Company is not materially dependent on any third-party 
manufacturer for which it distributes peripheral equipment. 
Approximately 37% and 30% for fiscal years 1997 and 1996, 
respectively, was attributable to this line of business. 

Audio Control Consoles 

     Audio control consoles are modular products and are 
configured according to customer specifications. Prices vary 
according to console features and configuration. 

PAGE  <6>

      INTEGRITY TM DIGITAL BROADCAST CONSOLE. The Integrity is 
the Company's newest console. This console features a unique 
architecture which provides a high degree of reliability while 
giving broadcasters a wide range of new features and benefits as 
a result of its computer control and digital signal processing 
capabilities. The Integrity is designed for use in major-market 
and upper medium-market applications and features an integrated 
computer running the console's operating software and a sleek, 
intuitive control surface and flat panel display. Integrity's 
design allows broadcasters to work with any combination of 
digital and analog peripheral equipment.

      ABX MULTITRACK PRODUCTION CONSOLE. The ABX was designed to 
provide the industry with an integrated broadcast operations 
console. The console is equipped with several unique features 
designed to accommodate a wide range of tasks, including live on-
air programming, telephone talk-show and stereo, and multitrack 
production. The ABX is also the design "master model" for the 
AMX and BMX Series III consoles listed below. These designs are 
all compatible to each other in terms of key parts, circuitry, 
performance and basic features and differ only in the quantity of 
facilities offered by each model. 

      AMX STEREO PRODUCTION CONSOLE. The AMX console was a 
"spin-off" of the ABX. The design shares several modules with 
the ABX and offers most of the same features in a console 
designed for two-channel, stereo, production techniques. The AMX 
combines the features of an advanced broadcast on-air console 
with a versatile stereo production console. This console is 
positioned as the "center" model of the three designs, and 
offers the potential client the "safest" purchasing decision 
for projects where future flexibility is very important. 

      BMX SERIES III ON-AIR CONSOLE. The Series III console is 
the latest version of the BMX Series. The Series III retains the 
basic concepts developed in the earlier BMX consoles and enhances 
them with features and facilities developed for the ABX and AMX 
designs. The console shares many modules and components with the 
AMX Model; for example, it is possible to equip a BMX Series III 
with input modules from the AMX when the extra facilities of that 
design are required.

      STX. The STX is the Company's first audio console designed 
for television operations. The STX offers several new and unique 
features for stereo television audio applications plus the 
traditional quality and reliability of the Company's other 
console products. 

      NEWSMIXER TM. The Newsmixer is the Company's first audio 
mixing, routing and monitoring system specifically designed for 
radio news preparation, assembly and production. The Newsmixer 
offers mixing and control facilities required for a news editor 
to assemble and produce a news story or "actuality" for 
broadcast. The operational design is efficient and provides a 
range of features and capabilities in a compact package. 

      STEREOMIXER TM. The Stereomixer is a compact mixer with most 
of the signal and logic control features of the BMX Series III 
console. Appearing similar to the Newsmixer, the Stereomixer 
combines extensive operational capabilities in an efficient and 
easy to use package. 

      RADIOMIXER TM. The Radiomixer console is the Company's first 
full-featured console targeted at the medium-market radio 
broadcaster. Radiomixer has the features and performance expected 
of the Company's consoles including an easy-to-use telephone mix-
minus system, at a price point targeted at the budget of medium-
market radio broadcasters. 

      PRODUCTIONMIXER TM. The Productionmixer console is the 
stereo/multitrack production console companion to the Radiomixer, 
and is designed to meet the production needs of medium-market 
radio stations.

      AIRWAVE TM. The AirWave console was introduced in 1997 to 
meet the operational and budgetary needs of broadcasters in small 
to medium domestic and international markets. AirWave contains 
many of the same features found in the Company's more 
sophisticated consoles in a very attractive and cost effective 
package. 

PAGE  <7>

Manufactured Peripheral Equipment 

      SDA-8A STEREO DISTRIBUTION AMPLIFIER. The SDA-8A offers 
several features not found in competitive designs such as: input 
mode switching, input/output metering, very wide input level 
accommodation and extensive operating headroom. With its features 
and performance the SDA-8A is designed specifically for high-end 
applications. 

      UTILITY SWITCHERS. The Company manufactures three 
mechanical switching products that offer the customer a simple 
method to accommodate the selection and routing of audio signals. 
The three models are the LS-5, LS-10 and LS-20. These switchers 
are used to select remote lines for input to a mixing console and 
cross connect tape machines for transfer recording. All three of 
these items were originally developed to support a particular 
custom system requirement and were later developed into products 
when the market need demonstrated itself. 

      ADX DIGITAL WORKSTATION AND MIXSTATION. The ADX is a 
multitrack digital audio recording and editing workstation with 
an integrated automated mixing control surface. ADX is designed 
to help broadcasters improve the speed and efficiency of their 
in-house production work by replacing manual tape editing with 
the speed and flexibility of computer-based audio systems. 

System Products and Services 

      SYSTEMS DESIGN. This service includes consultation with the 
client to determine and design custom systems to meet particular 
operational requirements. Recently, broadcasters have begun to 
reduce the size of in-house technical staff and have increasingly 
turned to the Company for its wide expertise and design 
resources. This service is not offered independently, but only as 
part of a custom system fabrication project. 

      CUSTOM ENGINEERING. The sale of custom broadcast systems 
often entails the design and manufacture of custom panels, 
switchers and other electromechanical components to meet the 
client's operating needs. The Company's product engineering and 
system design groups work together to develop the custom product, 
with a view to future market potential. Historically, several 
strong products have emerged from this custom engineering 
activity. 

      CABINETRY FABRICATION. The Company has been designing and 
manufacturing custom studio furniture since 1972. The design and 
fabrication activity supports both the component level and custom 
system sales. The Company manufactures both custom designed 
cabinetry and two standard series, PrimeLine and QuikBilt, listed 
below. 

      PRIMELINE TM CABINETRY. The Company introduced a line of 
"standard" radio studio cabinetry at the 1990 National 
Association of Broadcasters ("NAB") show. This line is designed 
to satisfy many of the application requirements of the mid-market 
broadcaster who does not need or cannot afford custom designed 
and fabricated studio furniture. The series is constructed of 
pre-manufactured panels and components to produce attractive and 
functional cabinetry. In keeping with the high quality image of 
the Company, the price savings are achieved through 
standardization and production technology. 

     QUIKBILT TM CABINETRY. The Company is currently finalizing 
design on a new line of ready-to-assemble studio furniture 
designed to be shipped inexpensively anywhere in the world and 
assembled by the client. The reduced shipping costs and the cost 
benefits of pre-fabricated, standard components, will make the 
price point for this line of furniture more attractive to smaller 
market broadcasters.

      WIRING FABRICATION. Audio and logic wiring assembly is part 
of custom system services and includes the design, documentation 
and fabrication of patch fields, terminal blocks and system 
interconnection harnesses. The Company has developed standardized 
wiring documentation, components and procedures, which are 
efficient in fabrication and offer system flexibility to the 
client. 

      INSTALLATION SERVICES. The Company offers system 
installation assistance to broadcasters commissioning large 
studio systems projects. Coordination and execution of these 
services are typically sold on a cost-plus basis and are 
performed by a combination of in-house employees and third-party 
contractors under the direction of the Company.

PAGE  <8>

Manufacturing 

     The Company uses an advanced material resource planning 
system ("MRP-II") to control inventory and manpower 
requirements in manufacturing. This system is fully integrated 
with marketing, accounting, engineering and management to provide 
information visibility, enabling the Company to forecast and 
resolve potential parts and/or manpower shortfalls. 

ELECTRO-MECHANICAL ASSEMBLY. The Company manufactures its 
products in-house with a trained assembly staff. New production 
equipment, tooling and procedures have been installed to support 
the quality of the products and improve efficiency. One example 
is the recent installation of several semi-automated pick and 
place printed circuit assembly machines. These machines have 
improved both quality and productivity. 

STUDIO CABINETRY AND FURNITURE. The Company brought the production 
of system cabinetry in-house during 1988. This enables the 
Company to have better control of scheduling and cost compared to 
exclusive reliance upon independent shops. Outside shops have 
been, and will continue to be, used for accommodating peak 
demands and to handle projects for which their capabilities are 
better suited than those of the Company.

QUALITY ASSURANCE AND TEST OPERATIONS. The Company's quality 
control procedures include source and incoming inspection, 
assembly line test and final product test. The Company has 
invested in Automatic Test Equipment ("ATE") to provide faster, 
more thorough, and efficient testing at both assembly line and 
final product levels. All assembly workers are trained in quality 
control and are accountable for the high quality standards of the 
Company. 

METAL FABRICATION. In August 1993, the Company entered into an 
agreement to sell various metal fabrication assets used in the 
Company's production process to an independent third party, 
Pacific Metal Fabrications, Inc. ("PMF"). In connection with 
this sale, the Company agreed to allow PMF to bid on all its 
future metal fabrication products. So long as PMF satisfies 
certain conditions relating to product quality and delivery, and 
PMF's bid is not more than 5% higher than other bids, the Company 
must accept PMF's bid. During 1997 and 1996, the Company 
purchased approximately $517,000 and $562,000 of metal 
fabrication products from PMF, respectively. The Company believes 
that this arrangement with PMF does not materially adversely 
impact the Company. 

     The Company does not rely on subcontractors in the 
manufacture of its products and services. Some manufacturing 
processes are outsourced on an as-needed basis when demand 
exceeds planned capacity. This outsourcing is not material and is 
not dependent on a particular vendor, as the processes are 
generic and available from multiple sources. Raw materials used 
in the manufacture of the Company's products are also available 
from multiple sources of supply. The Company designs its products 
so as to not be dependent on the availability and obsolescence of 
specialty parts or processes. 

Marketing & Distribution 

     The Company's in-house sales personnel sell the Company's 
products and services directly to the domestic market. The 
benefits of direct sales as opposed to selling through 
distributors are as follows: 

      Direct access to the final decision makers and end-users, 
      which can shorten the sales cycle and improve customer 
      relation.

      Accurate sales forecast based on direct customer response 
      enable the Company to minimize inventories and maximize 
      inventory turns. 

      Feedback on upgrades and new products. 

      Direct management of the customer base to understand 
      product/market environmental changes as they occur. 

      Personal support of customers in post-sales and network 
      enhancement (add-on sales) situations. 

      Improved factory margins due to the elimination of dealer 
      commissions. 

PAGE  <9>

     The majority of the Company's domestic sales force is based 
at its California facility, and consists of Territorial Sales 
Representatives and support staff, all of whom report to the 
Sales Manager and the Vice President Sales & Marketing, and are 
responsible for the sales of individual products and custom 
engineered systems. The Customer Service Representatives and the 
System Design Engineers contribute add-on sales. As part of the 
growth plan, the Company plans to recruit a number of new 
domestic and international sales representatives to supplement 
its expanded sales force.
 
     Internationally, the Company's products and services are 
sold through selected distributors and dealers located throughout 
the world. The Company currently has distributors in Germany, 
France, Poland, Italy, China, Singapore/Malaysia, Korea, Mexico, 
Canada, and several South American countries. The Company is 
continuing to identify, qualify and establish dealer and 
distributor organizations in other export markets. Management 
believes that a significant portion of future growth will come 
from the export markets. The Company has appointed several 
international sales positions to focus on cultivating the export 
markets. 

     The Company has solicited and been awarded a United States 
General Services Agency ("GSA") contract, which allows various 
federal government agencies to purchase products directly from 
the Company without the usual bidding and vendor qualification 
processes. GSA sales accounted for less than 1.0% of sales during 
both 1997 and 1996.

     The Company reaches the domestic market through direct 
marketing, display advertising in industry trade magazines, 
display exhibits at the annual National Association of 
Broadcasters ("NAB") conventions and distribution of the 
Company's newsletter, Aircheck, which is mailed to approximately 
10,000 recipients two to four times per year at no cost to the 
recipient. The Company also has brochures and other literature 
available for its products and services. The Company has invested 
in direct and display advertising, regional trade shows, product 
clinics (road shows), and special promotions to improve market 
penetration. 

Customer Service & Product Support 

     Management believes customer service, including ongoing 
product support, is a critical aspect of maintaining customer 
relationships. The Company recognizes that its future sales 
success depends upon the quality of support provided to existing 
customers. The Company has therefore established a Customer 
Service Department that reports directly to the operating 
management and, has the ability to promptly resolve any technical 
problem that may arise. As the Company grows and develops more 
software-based products, the technical support function of the 
Customer Service Department will be expanded to offer training 
programs, applications support, and cash flow-generating software 
maintenance and support agreements. The Company warranties its 
products for one year. The Company's warranty claim history has 
been less than one half of a percent (0.50%) per year. 

Competition 

     The Company is not aware of any single competitor which 
offers the full range of products in addition to systems design 
and integration services. The Company however does have 
competition in each of the product areas within the target 
market, and a number have carved niches selling economy-grade 
goods. In the Audio Control Console market, Auditronics, 
Wheatstone, Arrakis, and Broadcast Electronics compete against 
the Company. Based on an informal Company survey of the "Top 10 
Markets" and the top rated radio stations in those markets, the 
Company believes that it provides products and/or services to a 
significant percentage of the high-end market. See "Business-
Industry Overview." 

     Harris/Allied is a distributor of broadcast products and 
also provides systems integration services to radio and primarily 
television broadcasters. Wheatstone introduced a line of studio 
cabinetry in 1989 and has recently begun promoting studio 
integration services, but Company management is unclear, at this 
point, how or if they intend to execute these services. There are 
a number of individual contract engineers and small consulting 
companies who provide studio design and integration services to 
the radio industry.

PAGE <10>

     The Company's products have historically competed on the 
basis of operating features and quality, not price. To counter-
balance the competitions' offerings and expand its market base, 
the Company has introduced lower priced, high-value products, 
such as the Radiomixer and more recently, the AirWave low cost 
air console and QuikBilt ready-to-assemble studio furniture.

     The Company sees a potential competitive threat from a trend 
of mergers between, and acquisitions of, broadcast equipment 
companies rather than from any one of the existing specialty 
manufacturers or general distributors. It is unknown if any of 
these firms have ambitions in competing with the Company's 
products or system integration services. To date, the Company is 
not aware of any erosion of market share as a result of such 
mergers. 

     Technology provides a competitive threat to all companies 
addressing this market. The advent of digital audio, satellite 
delivered programming, computerized "operator assist" systems 
and full automation are all examples of emerging technologies 
seeking applications in broadcasting. The Company has products in 
development and is planning new products to address the changing 
technical needs of this market. There can be no assurance that 
the Company will successfully develop new products or that if 
developed that such products will achieve acceptance in the 
marketplace.

     To respond to increasingly complex products driven by 
advances in technology, the Company plans to develop its new 
products so that they can be used by non-technical personnel 
while containing the most recent technological advances. 

Research and Development and Engineering

     During 1997 and 1996 the Company spent approximately 
$482,000 and $433,000, respectively, on internally funded 
research and development and approximately $520,000 and $155,000, 
respectively, in engineering.

     The main costs associated with research and engineering are 
expenditures related to licenses, permits and CE (European 
Conformity) certification for existing products marketed 
overseas, increased research and development activities and the 
hiring of additional engineering staff required for the 
development of the new digital products. The Company has 
capitalized certain development costs relating to the coding, 
testing and other expenditures related to new products that will 
be sold, leased or otherwise marketed, in accordance with the 
provisions of Statement of Financial Accounting Standards No. 86. 
See "Business--Research and Development and Engineering," and 
Notes A and E of Notes to Financial Statements. The amount of 
research and engineering expenses capitalized for the years ending 
December 31, 1997 and 1996 were approximately $1,078,000 and 
$911,000, respectively. The Company has begun to amortize these 
costs over a sixty-month period, of which $169,000 and $0 were 
expensed for the year ending December 31, 1997 and 1996, 
respectively.

Proprietary Rights, Patents, Trademarks & Copyrights

     The Company holds no patents at this time. The Company has 
developed several proprietary circuit design and construction 
techniques that yield both measured and subjective (listening) 
performance improvements. The Company also has considerable 
expertise in the area of radio frequency interference ("RFI") 
problems and has developed advanced construction techniques to 
enable the use of high performance circuitry in the severe 
environments often encountered at radio and television 
transmission sites. 

     The Company holds registered trademarks for the name of its 
industry newsletter, Aircheck as well as for several of its 
products including: Radiomixer, Newsmixer, Stereomixer and 
others. 

Regulation 

     The U.S. "on-the-air" broadcast industry is regulated by 
the FCC which establishes the rules and regulations for issues 
ranging from license qualification and technical standards to 
attempts at defining "indecent" programming. In 1996 the FCC 
changed the ownership rules regarding both the total number of 
broadcast properties which one entity may own, and the number of 
stations owned in one market. Following a complex market size and 
share formula, an entity may own up to eight stations in one 
market. The Company's major customers have been in the lead in 
prospecting for and acquiring additional stations in their 
established markets. The "off-air" broadcast industry is not 
subject to FCC regulation. These include the broadcast networks, 
independent program producers and syndicators, and commercial 
production houses. Current legislative proposals in Congress, if 
enacted, could materially alter the rules as to station ownership 
and may have other consequences for the radio and television 
industries. The impact on the Company cannot be determined at 
this time from the passage of such legislation. 

PAGE <11>

Employees 

As of December 31, 1997, the Company employed 142 persons on a 
full-time basis and an additional 3 on a part-time basis. Of the 
145 total employees, 89 were engaged in manufacturing and 
operational support, 25 in engineering and design/drafting and 31 
in marketing and administration. The Company's employees are not 
represented by a union and the Company believes its relations 
with its employees are excellent. 


Business Risks

Risks Associated with the Development of New Products and 
Technological Change

     The markets for the Company's products are characterized by 
rapidly changing technology and new product introductions. 
Accordingly, the Company believes its future prospects depend on 
its ability to develop and introduce in a timely fashion new and 
complementary products that achieve market acceptance based on 
continuing technological innovations. The Company invests 
significant time and resources in research and development of new 
products and system configurations. The Company anticipates 
diversifying it product line in response to new market 
opportunities some of which are expected to be created or 
accelerated by federal government initiatives. There can be no 
assurance that new products or product enhancements will be 
successfully developed by the Company or if developed, that they 
will achieve market acceptance.

Competition

     The Company is not aware of any direct across the board 
competitors, but does have competition in its individual product 
categories. The high performance broadcast market is intensely 
competitive and is characterized by rapid technological advances, 
evolving industry standards and technological obsolescence. 
Although the Company believes it is one of the more significant 
competitors in the audio custom system design and fabrication 
services market, many of the Company's competitors have greater 
financial, technical, sales, marketing and other resources than 
the Company. The Company believes that the principal competitive 
factors in the market for high end broadcasting equipment and 
services are offering customers a range of high-end products, 
custom system design and fabrication services. Although the 
Company believes that it competes favorably with respect to 
certain of these factors, there can be no assurance that other 
present or potential competitors will not develop additional 
products or alternative technologies which make the Company's 
products obsolete.

     Furthermore, in order to remain competitive, the Company 
substantially increased its research and development expenditures 
in 1997.  The Company is currently developing new products 
incorporating digital technology, new analog technology and 
Internet products for audio transmission. However, there can be 
no assurance that the Company will be successful in developing 
and marketing, on a timely basis, product modifications or 
enhancements or new products that respond effectively to 
technological advances by others.

Management of Growth

     If the Company is successful in implementing its continued 
growth strategy, the Company believes it could undergo a period 
of growth which could place a significant strain on its 
management, financial and other resources. The Company's ability 
to manage its growth will require it to continue to improve its 
operational and financial systems and to motivate and effectively 
manage its employees. If the Company grows, it will have to 
implement new financial, budgeting, management information and 
internal control systems. The success of the Company will depend 
in the ability of management to effectively implement these 
changes and to manage the Company's operations over the long 
term. The Company's success also will depend in large part upon 
its ability to attract and retain highly skilled technical 
personnel to provide technological depth and support, to complete 
and enhance its products and to develop new products. In 
addition, marketing and sales personnel will be needed. 
Competition for highly skilled management, technical, marketing 
and sales personnel is intense. There can be no assurance that 
the Company will be successful in attracting and retaining key 
management, technical, marketing and sales personnel, and its 
failure to do so would materially and adversely affect the 
Company's business and results of operations.  

PAGE <12>

Executive Officers of the Registrant

The following table sets forth the name, age and position of 
each person who is an executive officer of the Company: 


 Name             Age     Position 

Jack Williams     56      Chairman of the Board, Chief Executive 
                                Officer and President

Michael Dosch     35      Vice President, Chief Operating 
                                Officer and Director

Larry Eyler       44      Vice President, Finance, Chief Financial
                           Officer, Corporate Secretary & Director

David Pollard     45      Vice President, Engineering and Director

Randy Jackson     50      Vice President, Manufacturing

Susan Dingethal   44      Vice President, Sales and Marketing


Jack Williams has served as Chief Executive Officer, President 
and Chairman of the Board of Directors since October 1969. Prior 
to founding the Company, Mr. Williams was a professional 
recording engineer and an audio and video systems designer at the 
University of California, San Diego.
 
Michael Dosch has been a Director of the Company since 
December 1995. Mr. Dosch has served in a number of positions 
since he joined the Company in July 1984. Mr. Dosch was promoted 
to General Manager in June of 1992 to oversee the Company's day-
to-day operations and was promoted to Vice President, Chief 
Operating Officer in 1995. 
 
Larry Eyler joined the Company in July of 1992 as the Chief 
Financial Officer, and was elected a Director in December 1995. 
Prior to joining the Company, Mr. Eyler was Director of Finance, 
Real Estate, for The Price Company from October 1987 to July 1989, 
and Chief Financial Officer for Club Merchandising from July 1989 
to July 1992. Mr. Eyler also has experience with Peat, Marwick, 
Mitchell & Co., CPA's and Dixieline Lumber Company.
 
David Pollard has been a Director of the Company since May 
1996. Mr. Pollard has served as Vice President, Engineering of 
the Company since December 1995, and as manager of various 
operating functions since September 1985, including product 
engineering, systems engineering/manufacturing as well as sales. 
Mr. Pollard now oversees the technical staff responsible for 
research & development, product design, and documentation.

Randy Jackson has served as Vice President, Manufacturing of 
the Company since January 1997, and has served as the Company's 
Production Manager since March 1993. From 1990 to 1993 Mr. 
Jackson worked with Solid State Stamping as its material manager. 
Mr. Jackson has many years of experience in manufacturing systems 
and materials management.     

Susan Dingethal has served as Vice President, Sales and 
Marketing of the Company since July 1997.  Prior to this Ms. 
Dingethal served as Director of National Sales for Broadcast
Electronics, Inc..  During her many years of experience in 
management and marketing for radio broadcasting, Ms. Dingethal 
was employed by The Arbitron Company PK Network Communications Inc. 
and Nationwide Communications, Inc..

PAGE <13>

ITEM 2.  PROPERTIES 

The Company leases two buildings of approximately 40,000 total 
square feet in Carlsbad, California. The buildings house the 
Company's corporate offices as well as manufacturing operations 
and technical cabinet fabrication facilities. PMF, a sheet metal 
fabrication company and supplier to the Company, sub-leases a 
portion of one of the buildings. The buildings are approximately 
eleven years old. The lease terms for the facilities are 10 
years: the rental rate is approximately $22,000 per month, net of 
$8,250 sublease income. The Company subsequent to year end 
entered into an agreement to lease a build-to-suit property 
within the same vicinity. This lease will provide a considerable 
increase in space for the manufacturing and corporate 
headquarters. The Company expects to occupy the new facility 
during the fourth quarter of 1998.

ITEM 3.  LEGAL PROCEEDINGS

     As of March 30, 1998, there were no pending legal 
proceedings involving the Company which, in the opinion of 
management, after discussion with legal counsel, were of a 
material nature.

     During January 1998, the Company received a letter regarding 
a claim for unlawful discharge. The Company has investigated the 
factual allegations and has found no basis for the claims in the 
letter. There can be no assurance, however, that the Company will 
not incur significant expense in defending itself against the 
claims made in the letter.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None

PART II

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

     The Company's common stock and common stock purchase warrants 
are traded on the American Stock Exchange (the "AMEX") Market 
under the symbol "PXE;" "PXEW."

     For the periods indicated below, the following table sets 
forth the high and low sales prices of the Company's common stock 
and common stock warrants as reported on AMEX, rounded to the 
nearest tenth of a dollar. These prices do not include retail 
markups, markdowns or commissions. 

                                  Common Stock      Common Stock
                                                  Purchase Warrants

Year ended December 31, 1997      High     Low      High     Low

Jan. 1 - March 31                $2.63    $2.00    $0.44    $0.19
Apr. 1 - June 30                 $3.63    $2.00    $0.50    $0.25
July 1 - Sept. 30                $3.50    $2.69    $0.63    $0.25
Oct. 1 - Dec. 31                 $4.75    $2.63    $0.81    $0.31

Year ended December 31, 1996      High     Low      High     Low

May 29 - June 30                 $4.13    $3.13    $0.63    $0.25
July 1 - Sept. 30                $3.88    $2.38    $0.94    $0.19
Oct. 1 - Dec. 31                 $3.00    $2.00    $0.75    $0.19

     As of March 30, 1998, there were approximately 997,000 
shares of common stock and 500,000 redeemable common stock 
purchase warrants held in account by 45 brokerage houses. The 
Company believes that there are numerous "beneficial" owners of 
its Common Stock who hold shares and/or common stock purchase 
warrants in "street name," of which it is believed that there are 
more than 400 shareholders to date. 

     Prior to May 28, 1996, the Company was being treated as an S 
Corporation for income tax purposes under Subchapter S of the 
Internal Revenue Code of 1986, as amended. As a result, the 
income of the Company was not subject to federal taxation, except 
for certain built-in gains tax, and was subject to state taxation 
on income at a reduced rate. See Note H of Notes to Financial 
Statements. The shareholders are liable for individual federal 
and state income taxes on their allocated portions of the 
Company's taxable income. The Company's status as an S 
Corporation was automatically terminated as a result of the 
Company's initial public offering. The Company during the year 
ended December 31, 1997 made a final distribution to its 
shareholders of certain previously taxed and undistributed S 
Corporation earnings. For the years ended December 31, 1997 and 
1996, the Company distributed approximately $36,000 and $695,000, 
respectively, to its shareholders. 

PAGE <14>

     The Company's present policy is to retain earnings to 
finance the Company's business. Any future dividends will be 
dependent upon the Company's financial condition, results of 
operations, current and anticipated cash requirements, 
acquisition plans and plans for expansion, and any other factors 
that the Company's Board of Directors deems relevant. The Company 
has no present intention of paying dividends on its common stock 
in the foreseeable future.

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

     The Company derives its operating revenue from worldwide sales 
of professional audio equipment. Sales outside the U.S. account 
for a small portion of the Company's total sales. International 
sales volumes have historically been affected by foreign currency 
fluctuations relative to the U.S. dollar. The Company prices its 
products in U.S. dollars worldwide. When weaknesses of local 
currencies have made the Company's products more expensive, sales 
to those countries have declined or may have not reached goals 
placed internally by the Company. 

     The Company's gross margins are affected by its international 
sales. Typically, gross margins from exported products are lower 
than from those sold in the U.S. due to discounts offered to the 
Company's international distributors. The Company expects to 
increase the percentage of sales to its international markets. 
This trend may have a negative effect on gross margins as sales 
increase. While the Company has eliminated the commissions it was 
paying to its international representative, the Company has 
incurred and will continue to incur additional expenses 
associated with managing international marketing and sales 
internally. 

     The Company's gross margins are also affected by the purchase 
of some components abroad. As a result of fluctuations in the 
value of local currencies relative to the U.S. dollar, some of 
the Company's foreign component suppliers have increased prices 
and may further increase prices. The Company currently does not 
employ any foreign exchange hedging strategies, but may employ 
such strategies in the future.

     Generally, orders are shipped within a short period of time 
after receipt. In the case of new product introductions or 
periods where product demand exceeds production capacity, the 
Company allocates products based on contractual agreements. 
Backlog has increased substantially from the prior year and is 
expected to increase during 1998.  Backlog is measured by the 
total of in-hand firm contracts which are in-process and have not 
yet invoiced by the reporting date. 

     The Company's gross margins have fluctuated from time to 
time due primarily to inefficiencies related to the introduction 
and manufacturing of new products and inefficiencies associated 
with integrating new equipment into the Company's manufacturing 
processes. Historically, fluctuations have also resulted from 
increases in overhead, varying prices of components and 
competitive pressures. 

     The Company plans to introduce new products and revisions 
at a more rapid rate than it has in the past. Some anticipated 
new products would require the implementation of manufacturing 
practices with which the Company is not familiar. This could 
result in lower margins, as the Company becomes more familiar 
with these new manufacturing procedures. There can be no 
assurance that the Company will successfully introduce new 
products.

     Although the Company cannot accurately anticipate the effect 
of inflation, the Company does not believe inflation has had or 
is likely to have a material effect on its results of operations 
or liquidity.

     The Company's quarterly operating results vary significantly 
depending on the timing of new product introductions and 
enhancements by the Company and its competitors and on the volume 
and timing of orders, which are difficult to forecast. Customers 
generally order on an as-needed basis, and the Company normally 
ships' products within a short period of time after receipt of an 
order. The results of operations for any quarter are not 
necessarily indicative of the results to be expected for any 
future period. A disproportionate percentage of the Company's 
quarterly net revenue is typically generated in the last few 
weeks of the quarter. A significant portion of the Company's 
operating expenses is relatively fixed, and planned expenditures 
are based primarily on sales forecasts. As a result, if revenue 
generated in the last few weeks of a quarter does not meet the 
Company's forecast, operating results may be materially adversely 
affected.

PAGE <15>

General Overview

     During 1996 and 1997, the Company achieved several significant 
milestones. Immediately after completing its initial public 
offering early in 1996, the Company launched a number of 
strategic initiatives designed to broaden its product offerings 
and to expand its market focus. Between May 1996 and December 31, 
1997 the Company expanded its domestic and international sales 
and marketing staff, engaged in new promotional activities, 
developed and launched new technology products, and implemented 
infrastructure improvements throughout the Company to support the 
increased business requirements. The rapid growth in sales from 
1996 to 1997 exerted pressure on the Company's management and 
financial resources, but management believes that the investments 
made in infrastructure and personnel will position the Company for 
the foreseeable future. 

Results of Operations 

     The following table sets forth for the periods indicated, 
comparatives and percentages which certain items in Selected 
Operating Data bear to total revenue. 


                                                     Year to Year 
                                                  Increase (Decrease)
                         Percentage of Sales        1997      1996
                       Year Ended December 31,    Compared  Compared 
                         1997   1996   1995        to 1996   to 1995
                        -----  -----  -----        -----     -----
Net sales               100.0  100.0  100.0         59.7      10.8 
Cost of sales            57.1   59.1   59.8         54.2       9.5 
                        -----  -----  -----        -----     -----
Gross profit             42.9   40.9   40.2         67.5      12.8 

General and administration
 (including depreciation/
 amortization)           17.8   19.7   16.3         43.3      34.5 
Selling and marketing    15.0   14.0   11.2         70.6      39.2 
Research, development & 
 engineering              8.1    7.6    7.8         70.5       8.8 
                        -----  -----  -----        -----     -----
Operating (loss) income   2.0   (0.4)   4.9          **        **
Interest, net            (0.2)  (0.0)  (0.9)         **        **
Other expense (income)    0.3    0.7   (0.1)       (50.7)      ** 
                        -----  -----  -----        -----     -----
Income before income 
 taxes                    2.1    0.3    3.9          **      (88.6)
                        -----  -----  -----        -----     -----


** - greater than 100% or immaterial


Year Ended December 31, 1997 Compared to Year Ended December 31, 1996 

     Sales increased approximately $4,592,000 or 59.7%, from 
$7,696,000 in 1996 to $12,288,000 in 1997. The Company 
experienced a nearly 49% increase in sales of its console 
products from $5,515,000 in 1996 to $8,194,000 in 1997, as well 
as an 118% increase in its custom systems and cabinetry business 
from $1,304,000 in 1996 to $2,844,000 in 1997. These increases 
are directly attributable to the strong market acceptance of the 
Integrity digital console and AirWave analog console, both 
introduced in 1997 and the continued demand for the Company's 
goods and services created by the consolidation in the radio 
industry. Additionally, the Company has invested heavily in sales 
and marketing since going public in May 1996 and believes much of 
its sales growth is attributable to these expanded marketing 
efforts. See "Management's Discussion and Analysis-Selling and 
Marketing Expenses." The Company ended the year with a backlog of 
nearly $3.5 million.  

PAGE <16>

     Cost of sales increased $2,466,000 or 54.2%, from $4,547,000 
in 1996 to $7,013,000 in 1997, due largely in part to the 
increase in revenues. However, cost of sales, as a percentage of 
revenue, decreased 2.0%, from 59.1% in 1996 to 57.1% in 1997. 
This margin improvement reflects a shift in product mix, to 
higher margin products, as well as a reduction in fixed costs, 
through enhanced inventory procurement and handling, and improved 
manufacturing processes. The Company believes that as the sales 
volume increases, the gross margin will increase incrementally as 
fixed costs inherent in its manufacturing processes are amortized 
over a broader sales base. 

     General and administrative expenses (including depreciation 
and amortization) increased approximately $657,000 or 43.3%, to 
$2,176,000 in 1997 from $1,519,000 in 1996. This increase was due 
to additional personnel, expenditures related to the Company's 
increased business volume and an increase in depreciation and 
amortization expenses from $188,000 in 1996 to $413,000 in 1997. 
The Company amortized approximately $169,000 in capitalized 
software development costs in 1997 per SFAS 86 compared to none 
in 1996. See Notes A and E of Notes to Financial Statements for 
further discussion of the Company's policy of capitalization and 
amortization of software development costs. General and 
administrative expenses, as a percentage of sales, decreased 1.9% 
(from 19.7% to 17.8%), largely due to the increase in revenues 
for 1997. 

     Selling and marketing expenses increased approximately 
$762,000 or 70.6%, from $1,079,000 in 1996 to $1,841,000 in 1997. 
A majority of the increase focused on trade shows and general 
advertising as the Company introduced new products, increased its 
internal sales staff and developed new collateral marketing 
materials. Additionally, the Company hired a vice-president of 
sales & marketing, and invested in the growth of its 
international business. The Company believes that its investment 
in these areas is largely responsible for the sales increase 
discussed above. Selling and marketing expenses as a percentage 
of sales increased slightly (14.0% to 15.0%) during 1997. 

     Research, development and engineering expenses increased 
approximately $414,000 or 70.5%, from $587,000 in 1996 to 
$1,001,000 in 1997, due primarily to the additions of software 
and mechanical engineers to support the development and 
maintenance of the company's new digital and analog products. 
Additionally, the Company has capitalized certain costs relating 
to the coding, testing and other expenditures related to new 
products that will be sold, leased or otherwise marketed in 
accordance with the provisions of Statement of Financial 
Accounting Standards No. 86. See "Business--Product Development 
Status," and Notes A and E of Notes to Financial Statements.
Total costs capitalized during the year ended December 31, 1997 
amounted to $1,078,000 compared to $911,000 in 1996 and 
amortization of such costs amounted to $169,000 for the year 
ended December 31, 1997 compared to none for the year ending 
December 31, 1996. Research, development and engineering, as a 
percentage of sales, increased 0.5% from 7.6% in 1996 to 8.1% in 
1997. 

     Income from operations increased approximately $292,000, from 
a loss of $36,000 in 1996 to operating income of $256,000 in 
1997, primarily due to the increased volume of sales noted above 
and efficiencies created in the manufacturing processes. For the 
same reason, operational income as a percentage of sales 
increased to 2.0% in 1997 compared to a loss of 0.4% in 1996. 

     "Interest, net" increased approximately $27,000 or 924.0%  
from $3,000 in 1996 to $30,000 in 1997. Of the two components 
from which it is derived, interest expense decreased 
approximately $3,000 or 3.8%, from $78,000 in 1996 to $75,000 in 
1997. Although bank debt increased from $500,000 in 1996 to 
$1,300,000 in 1997, the Company was able to negotiate more 
favorable interest rates in 1997 versus 1996, thus reducing 
overall interest expense. The increase in debt was due to the 
increased draws on the line of credit for working capital 
purposes. See Note G to Financial Statements for further 
discussion of the Company's bank credit facilities. 

     The remaining component, interest income decreased 
approximately $30,000 or 40.1%, from $75,000 in 1996 to $45,000 
in 1997.  The Company during the year 1997 liquidated a 
significant portion of the investment account, approximately 
$815,000 for 1997. See "Liquidity and Capital Resources" for a 
discussion on Company financing.  

     Net income before taxes increased approximately $230,000 or 
730.3%, from $31,000 in 1996 to $261,000 in 1997. As a percentage 
of sales, net income before income taxes increased 1.72% from 
0.41% in 1996 to 2.13% in 1997.

     An income tax benefit of $38,200 was recognized for the year 
ending December 31, 1997. This income tax benefit was based upon 
an overall effective benefit rate of (15.0%) applied to temporary 
timing differences, which consisted of various items of income 
recognized for tax purposes and not for financial reporting 
purposes. The income tax provision for the year ending December 
31, 1996 of $20,700 was based upon an overall effective rate of 
66.0%. This rate was caused by various items of income being 
recognized for financial reporting purposes and not for tax 
purposes. The decrease in the overall effective rate from 1996 to 
1997 was due to various income tax benefits and credits provided 
by an increase in financial reporting inventory value, which for 
tax purposes includes certain additional costs and the reduction 
of research and development expenditures and credits available 
for tax purposes. This accounts for  a significant amount of the 
Company's deferred tax asset base and current years income tax 
benefit.

PAGE <17>

     The effective tax rate for the years ending December 31, 
1997 and 1996 differ substantially from the federal statutory 
rate of 34%, due to differences between accounting rules and tax 
laws causing differences between the bases of certain assets and 
liabilities for financial reporting purposes and tax purposes.  
The tax effects of these differences, to the extent they are 
temporary, are recorded as deferred tax assets and liabilities 
under SFAS 109.  See Note H to Financial Statements for further 
discussion of the Company's income tax provision and deferred 
taxes. The Company believes that the effective tax rate will be 
more reflective of the federal statutory rates for future years 
as the amount of unrecognized deferred tax assets and liabilities 
are reduced.

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995 

     Sales increased $751,000 or 10.8%, from $6,945,000 in 1995 to 
$7,696,000 in 1996. The Company believes the sales increase was 
the result of the continuing wave of consolidation, merger and 
acquisition activity triggered by the signing of the 
Telecommunications Bill in February of 1996 allowing entities to 
own as many as eight radio stations in each market. The 
relaxation of ownership rules caused a number of the existing, 
well established, broadcasting companies to aggressively acquire 
radio stations throughout the United States and has inspired some 
mergers of large broadcasting companies and several new ventures 
which has increased purchases and retrofitting of broadcasting 
equipment. 

     Additionally, radio advertising revenues grew, providing the 
capital broadcasters need to consolidate and upgrade their 
facilities, which generally translated into increased demand for 
the Company's goods and services.

     Cost of sales increased nearly $394,000 or 9.5%, from 
$4,153,000 in 1995 to $4,547,000 in 1996, due to the sales 
increase, but remained essentially unchanged as a percent of 
revenues for 1996 compared to 1995. The Company continually 
evaluated its inventory purchasing and handling policies, as well 
as its manufacturing processes, to ensure the maintenance of, and 
improvement to gross margins. Accordingly, gross margin increased 
by $358,000 or 12.8% from $2,791,000 in 1995 to $3,149,000 in 
1996 due primarily to the increase in sales, but increased 
slightly as a percentage of revenues from 40.2% in 1995 to 40.9% 
in 1996. 

     General and administrative expenses (including depreciation 
and amortization) increased by $390,000 or 34.5% to $1,519,000 in 
1996 from $1,129,000 in 1995. As a percentage of revenue, general 
and administrative expenses increased by 3.4%, from 16.3% in 1995 
to 19.7% in 1996. 

     This increase was due, primarily, to additional expenses 
incurred in connection with the Company's initial public offering 
completed in May 1996. The Company also incurred increased 
payroll costs and benefits, professional services, and expenses 
associated with the donation of radio equipment to a public radio 
broadcast facility early in 1996. Additionally, the Company's 
annual depreciation expense increased by $128,000 pursuant to the 
Company's increase in capital assets purchased during the year 
ended December 31, 1997.

     Selling and marketing expenses increased nearly $304,000 or 
39.2%, from $775,000 in 1995 to $1,079,000 in 1996. The increase 
reflects the hiring of a sales manager and staffing of an 
expanded sales department as well as increased spending on 
advertising and marketing materials for new product releases. 
Selling and marketing expenses as a percentage of revenue 
increased 2.8% from 11.2% in 1995 to 14.0% in 1996. 

     Research, development and engineering expenses increased 
$47,000 or 8.8%, from $540,000 in 1995 to $587,000 in 1996. The 
primary reasons for the increase were expenditures related to 
licenses, permits and CE (European Conformity) certification for 
existing products marketed overseas, increased research and 
development activities and the hiring of additional engineering 
staff. The Company capitalized certain development costs relating 
to the coding, testing and other expenditures related to new 
products that were to be sold, leased or otherwise marketed, in 
accordance with the provisions of Statement of Financial 
Accounting Standards No. 86. See "Business--Research and Deveopment
and Engineering," and Notes A and E of Notes to Financial Statements. 
The amount of capitalized research and engineering expenses for 1996 
was approximately $911,000. Research and engineering, as a 
percentage of sales, decreased 0.2% from 7.8% in 1995 to 7.6% in 
1996.

PAGE <18>

     Income from operations decreased by $383,000 or 110.4% from 
$347,000 in 1995 to a loss of $36,000 in 1996, primarily due to 
the increase in sales and marketing expenses and general and 
administrative expenses since the Company's initial public 
offering in May of 1996. The Company invested significantly in 
infrastructure and personnel in the implementation of its growth 
initiatives as outlined in its initial public offering 
registration statement. Operating income in the fourth quarter of 
1996 was adversely affected by this investment of capital. 
Operating income, as a percentage of revenue, decreased by 5.3%, 
from 4.9% in 1995 to (0.4%) in 1996. 

     Interest expense increased by $14,000 from $64,000 in 1995 
to $78,000 in 1996. The Company earned interest income of $75,000 
on its surplus cash compared to zero during 1995. See Notes A and 
G of Notes to Financial Statements for further discussion of the 
Company's bank credit facilities and cash investment activities. 

     The Company incurred a gain of approximately $16,000 
resulting from an upgrade to an enhanced CAD/Engineering software 
package. The gain has been classified as other income in the 
financial statements. 

     Net income before taxes decreased by $245,000 or 88.6%, from 
$276,000 in 1995 to $31,000 in 1996, primarily due to the 
increased expenditures for sales and marketing and general and 
administrative expenses. 

Liquidity and Capital Resources 

     The Company's principal capital requirements during 1997 and 
1996 were to fund the expansion of its internal sales department, 
increase advertising and marketing, increase engineering and 
development of new products and the development and penetration 
of worldwide markets. The Company has historically satisfied its 
cash requirements through cash flows from operations and bank 
borrowings. Under some project contracts, the Company requires 
deposits upon project acceptance, then invoices the customer 
based upon the completion of specified conditions and/or 
milestones. Depending upon the stage of completion and the size 
of the contract, it may be necessary for the Company, from time 
to time, to finance a portion of its working capital needs until 
the realization of income from the milestones has been achieved. 
Additionally, developing and launching new products exerts 
additional pressure on the working capital requirements of the 
Company. The Company through the use of its offering proceeds was 
able to fulfill these capital requirements during the years 
ending December 31, 1997 and 1996.

     The Company completed its initial public offering May 28, 1996 
and realized net proceeds of approximately $4.1 million after 
underwriting discounts and offering expenses. As of December 31, 
1997 the Company had no cash or cash equivalents and had incurred 
a overdraft of approximately $145,000.

     The Company's current ratio at December 31, 1997 was 1.4 
compared to 2.8 at December 31, 1996. The decrease was 
attributable, primarily, to the Company's borrowings on its line 
of credit and an increase in accounts payable. For the same 
reasons, the Company experienced a decrease in working capital of 
approximately $1,312,000 from $2,795,000 at December 31, 1996 to 
$1,483,000 at December 31, 1997. 

     The Company's operating activities consumed cash of $542,000 
for the year ended December 31,1997, primarily due to an increase 
in inventory ($1,267,000), an increase in unrealized revenue 
recognized on the percentage of completion basis ($456,000) and 
an increase in prepaid expense and other assets ($322,000), 
primarily a result of capitalized engineering expenses in 
accordance with Statement of Financial Accounting Standards No. 
86.  The Company received cash from customer deposits totaling 
$589,000 in 1997, offsetting the cash uses detailed above.

     Cash used in investing activities for the year ended 
December 31, 1997 totaled $955,000. Such investing activities 
involved purchases of property and equipment necessary to support 
the manufacturing and testing of the new digital and analog product 
offerings introduced in 1997. The Company had no significant 
capital expenditure commitments at December 31, 1997.  The 
Company intends to finance its 1998 capital expenditures from 
cash provided by operations and cash reserves.

     Cash provided by financing activities was $887,000 for the 
year ended December 31, 1997, consisting primarily, of the 
proceeds from borrowings on the Company's line of credit of 
$1,519,000, offset by payments toward the line of $719,000, 
capital leases of $22,000 and shareholder distributions (of 
previously taxed income from the Subchapter S income years) of 
$36,000.

     As a result of the above the Company experienced a decrease 
in cash and cash equivalents from $611,000 as of December 31, 1996 
to none for the year ended December 31, 1997. 

PAGE <19>

     As of December 31, 1997 the Company had drawn down a 
significant portion of its revolving line of credit in the 
amount of $1,300,000. Additionally, the Company was in violation 
with respect to certain of its loan convenants. The Company's loan 
convenants as of December 31, 1997 were as follows: a tangible 
net worth in excess of $3,750,000 as of the end of each fiscal 
quarter and $4,000,000 as of the end of the fiscal year; a quick 
ratio of 1.25 to 1.00; a minimum balance of cash and marketable 
securities of $1,000,000; and total liabilities to tangible net 
worth of not greater than .60 to 1.00.  The Company, as of 
December 31, 1997, was out of covenant with respect to two of the 
four covenants. The Company's lending institution agreed to 
waive, in all respects, the convenant violations, and the Company 
has renegotiated and modified, subsequent to year end, its credit 
facility and loan covenants as follows: on March 11, 1998 the 
Company secured a fully amortizing term loan in the principal 
amount of $750,000, the proceeds from which will be used to pay 
down the $1,500,000 revolving line.  The term loan is for a 
duration of 36 months and carries an interest rate of LIBOR plus 
three percent.  The revolving line remains at $1,500,000, with a 
one year renewal option and interest at LIBOR plus two percent.  
The convenants have been modified as follows: minimum tangible 
net worth of $3,500,000; a current ratio of 1.50 to 1.00; cash 
flow to debt service ratio of 1.50 to 1.00; and total liabilities 
to tangible net worth not greater than 1.25 to 1.00.  The Company 
expects to remain in compliance with the covenants as proposed 
for this new debt facility. See Note G of Notes to Financial 
Statements for further explanation to the loan covenants and 
credit facility. The above loans are secured by substantially all 
of the assets of the Company.

     The Company's current ratio at December 31, 1996 was 2.8 
compared to 1.5 at December 31, 1995. The increase was 
attributable, primarily, to the proceeds from the Company's 
initial public offering less costs incurred completing the 
offering.  For the same reasons, the Company experienced an 
increase in working capital of approximately $2,093,000 from 
$702,000 at December 31, 1995 to $2,795,000 at December 31, 1996. 

     The Company experienced a net increase in cash of $610,000 
during the year ended December 31, 1996 compared to a net 
decrease of $146,000 for the year ended December 31, 1995. The 
primary uses of cash in 1995 were for development of new products 
($227,000), and an increase in accounts receivable ($133,000). 
Cash flows from investing activities used $447,000, while 
financing activities provided $114,000. 

     Although the Company cannot accurately anticipate the effects 
of inflation, the Company does not believe inflation has had or 
is likely to have a material effect on its results of operations 
or liquidity. 

S Corporation Distributions 

     Prior to May 28, 1996, the Company was being treated as an 
S Corporation for income tax purposes under Subchapter S of the 
Internal Revenue Code of 1986, as amended. As a result, the 
income of the Company was not subject to federal taxation, except 
for certain built-in gains tax, and was subject to state taxation 
on income at a reduced rate. See Note G of Notes to Financial 
Statements. The shareholders are liable for individual federal 
and state income taxes on their allocated portions of the 
Company's taxable income. The Company's status as an S 
Corporation was automatically terminated as a result of the 
Company's initial public offering. 

     The Company during the year ended December 31, 1997 made final 
distributions to its shareholders of certain previously taxed and 
undistributed S Corporation earnings. For the years ended 
December 31, 1997 and 1996, the Company distributed approximately 
$36,000 and $695,000, respectively, to its shareholders. The 
Company made the final distribution during the first quarter of 
1997 from cash on hand. 

Impact Of Year 2000.

     The Year 2000 Issue is the result of computer programs being 
written using two digits rather than four to define the 
applicable year. Any of the Company's computer programs that have 
time-sensitive software may recognize a date using "00" as the 
year 1900 rather than the year 2000. This could result in a 
system failure or miscalculations causing disruption of normal 
business activities.

     Based on a recent and ongoing assessment, the Company has 
determined that it will be required to modify or replace portions 
of its software and software that has been sold to customers so 
that computer systems will function properly with respect to 
dates in the year 2000 and thereafter. The Company presently 
believes that with modifications to existing software or 
conversions to new software, the Year 2000 Issue will not pose 
significant operational problems and will not materially affect 
future financial results.

PAGE <20>

     The Company has initiated communications with its significant 
suppliers and major customers to determine the extent to which 
the Company is vulnerable to any third party's failure to remedy 
their own Year 2000 issues. 

     The Company will utilize both internal and external resources 
to modify, or replace, and test software for Year 2000 
compliance. The Company currently anticipates completing the Year 
2000 project within one year, but not later than March 31, 1999, 
which is prior to any anticipated impact on its operating 
systems.

     The costs of the project, which at the current time are 
projected to be immaterial, and the date on which the Company 
believes it will complete Year 2000 modifications are based on 
management's best estimates, which were derived utilizing 
numerous assumptions of future events, including the continued 
availability of certain resources, third party modification plans 
and other factors. However, there can be no guarantee that these 
estimates will be achieved and actual results could materially 
differ from those anticipated. 
 
Recently Issued Accounting Standards

     In June 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 130, "Reporting 
Comprehensive Income" ("SFAS 130"), and Statement of Financial 
Accounting Standards No. 131, "Disclosures about Segments of an 
Enterprise and Related Information" ("SFAS 131"). SFAS 130 
establishes standards for reporting and display of comprehensive 
income and its components (revenues, expenses, gains and losses) 
in a full set of general purpose financial statements. SFAS 131 
establishes standards for the way that public business 
enterprises report information about operating segments in annual 
financial statements and requires that those enterprises report 
selected information about operating segments in interim 
financial reports. It also establishes standards for related 
disclosures about products and services, geographic areas and 
major customers. Both standards must be adopted in 1998 and are 
not expected to have a significant impact on the Company's 
disclosures.

PAGE <21>

ITEM 7.  FINANCIAL STATEMENTS AND SELECTED FINANCIAL DATA.

     The financial Statements together with the report thereon of 
Harlan & Boettger, LLP are included in this report commencing at 
Page F-1.
               
               SELECTED FINANCIAL DATA

     The data set forth below is qualified by reference to, and 
should be read in conjunction with, the financial statements and 
notes thereto and "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" included elsewhere 
in this report. The following selected financial data of the 
Company as of December 31, 1997 and 1996 and for the years ended 
December 31, 1997, 1996 and 1995, are derived from the financial 
statements of the Company audited by Harlan & Boettger, LLP, 
independent accountants. This information should be read in 
conjunction with the financial statements and notes thereto and 
"Management's Discussion and Analysis of Financial Condition and 
Results of Operations," set forth elsewhere in this report. 
Balance sheets at December 31, 1997 and 1996 and the related 
statements of income and cash flow for the three years ended 
December 31, 1997 and notes thereto appear elsewhere in this 
report. The pro forma income statement data for the periods shown 
below is unaudited.

                                       Year Ended December 31 
                                   1997         1996         1995
                               -----------  -----------  -----------
Statement of Income Data:
  Net sales                    $12,287,973  $ 7,696,160  $ 6,944,737
  Cost of sales                  7,013,069    4,547,132    4,153,472
  Gross profit                   5,274,904    3,149,028    2,791,265
  General and administrative     1,763,602    1,331,438    1,069,774
  Selling and marketing          1,840,711    1,079,137      775,281
  Research and development         481,694      432,657      397,813
  Engineering                      519,749      154,552      142,092
  Depreciation and amortization    412,828      187,588       59,228
  Total operating expenses       5,018,584    3,185,372    2,444,188
  Income (loss) from operations    256,320      (36,344)     347,077
  Other income (expense), net        4,824       67,796      (70,653)
  Income before income taxes       261,144       31,452      276,424
  Income taxes (benefit)           (38,200)      20,700        7,400
  Net income                       299,344       10,752      269,024
  Net income per share               0.13         0.01
Weighted average common 
  shares outstanding             2,305,500    1,888,833


Statement of Income Data: (1)
Pro forma income before income taxes                        $276,424
Pro forma provision for income taxes                         116,000
Pro forma net income                                         160,424
Pro forma net income per share                                 0.12
Weighted average common shares outstanding                 1,305,500


                                             December 31,
                                   1997         1996         1995 
Balance Sheet Data:            -----------  -----------  -----------
 Working capital               $ 1,483,139  $ 2,797,384  $   702,196
 Total assets                    8,669,852    6,535,324    3,022,396
 Total long-term debt and 
   capital lease obligations        18,968       37,156      370,155
 Total shareholders' equity      5,048,177    4,804,030    1,355,560


(1) Prior to May 28, 1996 the Company was exempt from payment of 
federal income taxes and paid certain state income taxes at a 
reduced rate as a result of an S Corporation election made by the 
Company. Pro forma income statement data reflect the income tax 
expense that would have been recorded had the Company not been 
exempt from paying taxes under the S Corporation election. As a 
result of terminating the Company's S Corporation status upon 
completion of the initial public offering, the Company was 
required to record a one-time non-cash credit to earnings as a 
reduction of income tax expense for additional deferred tax 
benefit based upon the increase in the effective tax rates from 
the Company's S Corporation status to C Corporation status. See 
"Management's Discussion and Analysis of Financial Condition and 
Results of Operation" and Note H of Notes to Financial 
Statements. See Note Q of Notes to Financial Statements for 
weighted average shares outstanding for previous periods.

PAGE <22>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.

         None.

PART III

     Certain information required by Part III is omitted from this 
Report, in that the Company will file its Proxy Statement 
pursuant to Regulation 14A not later than 120 days after the end 
of the fiscal year covered by this Report, and certain 
information included therein is incorporated by reference.
          
ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. 

     The information relating to the directors of the Company is 
incorporated by reference from the Company's Proxy Statement 
filed in connection with the Company's Annual Meeting of 
Stockholders to be held on June 25, 1998 (the "Proxy Statement") 
as set forth under the caption "Election of Directors." 
Information relating to the executive officers of the Company is 
set forth in Part I of this Report under the caption "Executive 
Officers of the Registrant." Information with respect to 
compliance with Section 16(a) of the Exchange Act is incorporated 
by reference to the Proxy Statement as set forth under the 
caption "Section 16(a) Beneficial Ownership Reporting 
Compliance."

ITEM 10. EXECUTIVE COMPENSATION 

     The information relating to executive compensation is 
incorporated by reference to the Proxy Statement under the 
caption "Executive Compensation and Other Matters."     

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
         MANAGEMENT

     The information relating to ownership of equity securities 
of the Company by certain beneficial owners and management is 
incorporated by reference to the Proxy Statement as set forth 
under the caption "General Information--Stock Ownership of 
Certain Beneficial Owners and Management."

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

The information relating to certain relationships and related 
transactions is incorporated by reference to the Proxy Statement 
under the caption "Certain Transactions."

PAGE <23>

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
         FORM 8-K.

a)  The following documents are filed as part of this report:
 
    1)  The following financial statements of the Company are filed 
        as a part of this report.
 
                                                            Page
    Independent Auditors' Report                            F-1
    Balance Sheets as of December 31, 1997 and 1996         F-2
    Statements of Income for the years ended 
         December 31, 1997, 1996 and 1995                   F-3
    Statement of Shareholders' Equity for the years 
         ended December 31, 1997, 1996 and 1995             F-4
    Statements of Cash Flows for the years ended 
         December 31, 1997, 1996 and 1995                   F-5
    Notes to Financial Statements                           F-6
 
    All other schedules are omitted because they are not 
    applicable or the required information is shown in the 
    financial statements or notes thereto.
 
    2)  Exhibits.  The Exhibits listed in the accompanying Exhibit 
        index are filed or incorporated by reference as part of this 
        Report.
 
b)  Reports on Form 8-K. 

    The Company filed no reports on Form 8-K during fiscal 1997.
 

PAGE <F-1>

     INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
PACIFIC RESEARCH & ENGINEERING CORPORATION:

We have audited the accompanying balance sheets of Pacific 
Research & Engineering Corporation (a California corporation) as 
of December 31, 1997 and 1996, and the related statements of 
income, shareholders' equity and cash flows for the years ended 
December 31, 1997, 1996 and 1995.  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 generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that 
our 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 Pacific Research & Engineering Corporation as of December 31, 
1997 and 1996, and the results of its operations and its cash 
flows for the years ended December 31, 1997, 1996 and 1995, in 
conformity with generally accepted accounting principles.

/S/Harlan & Boettger, LLP
San Diego, California
February 25, 1998, except for
Note U, as to which, the date 
is March 11, 1998

PAGE <F-2>     

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                           BALANCE SHEETS

<TABLE>
                                                          December 31,
                                                     1997             1996 
                                                  ---------------------------
<S>                                               <C>              <C>
          ASSETS
                                                   
CURRENT ASSETS    

Cash and cash equivalents                         $     -          $  610,857
Investment in securities (Note O)                    185,251        1,002,715
Accounts receivable, less allowance for doubtful 
   accounts of $15,000 for 1997 and 1996             844,048          620,919
Contracts in progress (Note B)                       456,139           75,000
Inventories, net (Note C)                          3,014,183        1,747,388
Deferred taxes (Note H)                              128,000           85,100
Prepaid expenses (Note T)                            402,225          250,943
                                                  ----------       ----------
TOTAL CURRENT ASSETS                               5,029,846        4,392,922
                                                  ----------       ----------
PROPERTY AND EQUIPMENT, net (Note D)               1,352,857          902,251
                                                  ----------       ----------
OTHER ASSETS     
Intangibles, net (Note E)                          2,046,773        1,137,730
Other (Note F)                                       240,376          102,421
                                                  ----------       ----------
                                                   2,287,149        1,240,151
                                                  ----------       ----------
     TOTAL ASSETS                                 $8,669,852       $6,535,324
                                                  ==========       ==========


          LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Overdraft                                         $  144,701       $     -
Line of credit (Note G)                            1,300,000          500,000
Accounts payable                                     882,155          594,258
Accrued expenses (Note S)                            328,724          195,430
Customer advances                                    860,593          271,710
Capital lease obligations - current
  portion (Note I)                                    30,534           34,140
                                                  ----------       ----------
TOTAL CURRENT LIABILITIES                          3,546,707        1,595,538

DEFERRED TAXES (Note H)                               56,000           98,600

CAPITAL LEASE OBLIGATIONS, net of 
  current portion (Note I)                            18,968           37,156
                                                  ----------       ----------
TOTAL LIABILITIES                                  3,621,675        1,731,294
                                                  ----------       ----------

COMMITMENTS AND CONTINGENCIES (Notes I and L)           -                -

SHAREHOLDERS' EQUITY (Note M)
Common stock, no par value, 25,000,000 shares 
  authorized; 2,305,500 shares issued and
  outstanding                                      4,126,392        4,160,905
Additional paid-in capital                            50,000           50,000
Retained earnings                                    853,347          590,410
Net unrealized gain on investment in 
  securities (Note O)                                 18,438            2,715
                                                  ----------       ----------
 TOTAL SHAREHOLDERS' EQUITY                        5,048,177        4,804,030
                                                  ----------       ----------
                                                  $8,669,852       $6,535,324
                                                  ==========       ==========
</TABLE>

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

PAGE <F-3>     

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                          STATEMENTS OF INCOME        
                                                  
                                     
<TABLE>
                                                Year Ended December 31, 
                                            1997         1996         1995
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
NET SALES (Note N)                      $12,287,973  $ 7,696,160  $ 6,944,737

COST OF SALES                             7,013,069    4,547,132    4,153,472
                                        -----------  -----------  -----------
     GROSS PROFIT                         5,274,904    3,149,028    2,791,265
                                        -----------  -----------  -----------
OPERATING EXPENSES
General and administrative                1,763,602    1,331,438    1,069,774
Selling and marketing                     1,840,711    1,079,137      775,281
Research and development                    481,694      432,657      397,813
Engineering                                 519,749      154,552      142,092
Depreciation and amortization               412,828      187,588       59,228
                                        -----------  -----------  -----------
     TOTAL OPERATING EXPENSES             5,018,584    3,185,372    2,444,188
                                        -----------  -----------  -----------
INCOME (LOSS) FROM OPERATIONS               256,320      (36,344)     347,077
                                        -----------  -----------  -----------
OTHER INCOME (EXPENSES)
Interest and dividend income                 44,877       74,933         -
Interest expense                            (74,952)     (77,870)     (64,362)
Gain on sale of assets                         -          16,087          250
Gain on sales of investment in securities    13,878         -            -
Other                                        21,021       54,646       (6,541)
                                        -----------  -----------  -----------
     TOTAL OTHER INCOME (EXPENSES)            4,824       67,796      (70,653)
                                        -----------  -----------  -----------
INCOME BEFORE INCOME TAXES                  261,144       31,452      276,424
Income tax benefit (expense) (Note H)        38,200      (20,700)      (7,400)
                                        -----------  -----------  -----------
     NET INCOME                         $   299,344  $    10,752  $   269,024
                                        ===========  ===========  ===========
BASIC EARNINGS PER SHARE (Note Q)     
Net income                              $   299,344  $    10,752  $   269,024
                                        ===========  ===========  ===========
Earnings per average basic common share $     0.13   $     0.01
                                        ===========  =========== 
WEIGHTED AVERAGE BASIC SHARES 
  OUTSTANDING                             2,305,500    1,888,833
                                        ===========  ===========
FULLY DILUTED EARNINGS PER SHARE 
  (Note Q)
Net income                              $   299,344  $    10,752
                                        ===========  ===========
Earnings per average fully diluted 
  common share                          $      .13   $      .01
                                        ===========  ===========
WEIGHTED AVERAGE FULLY DILUTED SHARES 
  OUTSTANDING                             2,331,769    1,888,833
                                        ===========  ===========

PRO FORMA FOR 1995 (UNAUDITED) (Notes A and H)               
Income before income taxes                                        $   276,424
Pro forma income taxes                                               (116,000)
                                                                  -----------
Pro forma net income                                              $   160,424
                                                                  ===========
Earnings per average basic and fully diluted common share         $     0.12
                                                                  ===========
WEIGHTED AVERAGE BASIC AND FULLY DILUTED
  COMMON SHARES OUTSTANDING                                         1,305,500
                                                                  ===========
</TABLE>

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

PAGE <F-4>     

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                   STATEMENTS OF SHAREHOLDERS' EQUITY
                                                                 
<TABLE> 
                                                                     Additional                     Unrealized
                                              Common Stock             Paid-in        Retained      Gain(Loss)
                                          Shares        Amounts        Capital        Earnings    on Securities      Total
                                        ----------     ----------     ----------     ----------     ----------     ----------
                                         (Note M)   
<S>                                   <C>            <C>            <C>            <C>            <C>            <C>
Balance, December 31, 1994               1,305,500     $   81,179           -        $1,049,887     $     -        $1,131,066

Net income                                    -              -              -           269,024           -           269,024

Distributions to shareholders (Note M)        -              -              -           (44,530)          -           (44,530)
                                        ----------     ----------     ----------     ----------     ----------     ----------
Balance, December 31, 1995               1,305,500         81,179           -         1,274,381           -         1,355,560

Net proceeds from initial 
  public offering                        1,000,000      4,079,726           -              -              -         4,079,726

Proceeds from sale of common
  stock warrants                              -              -            50,000           -              -            50,000
     
Net income                                    -              -              -            10,752           -            10,752

Distributions to shareholders (Note M)        -              -              -          (694,723)          -          (694,723)

Net unrealized gain on 
  investment in securities (Note O)           -              -              -              -             2,715          2,715
                                        ----------     ----------     ----------     ----------     ----------     ----------
Balance, December 31, 1996               2,305,500      4,160,905         50,000        590,410          2,715      4,804,030

Adjustments to proceeds from 
  initial public offering (Note L)            -           (34,513)          -              -              -           (34,513)

Net income                                    -              -              -           299,344           -           299,344

Distributions to shareholders (Note M)        -              -              -           (36,407)          -           (36,407)

Net unrealized gain on
  investment in securities (Note O)           -              -              -              -            15,723         15,723  
                                        ----------     ----------     ----------     ----------     ----------     ----------
Balance, December 31, 1997               2,305,500     $4,126,392     $   50,000     $  853,347     $   18,438     $5,048,177
                                        ==========     ==========     ==========     ==========     ==========     ==========

</TABLE>
  The accompanying notes are an integral part of these financial 
  statements.

PAGE <F-5>     

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                        STATEMENTS OF CASH FLOWS
                                                                     

<TABLE>                      
                                                               Year Ended December 31, 
                                                           1997         1996         1995
                                                       -----------  -----------  -----------
<S>                                                   <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                             $   299,344  $    10,752  $   269,024
Adjustments to reconcile net income to 
  net cash used in operating activities:
     Depreciation and amortization                         412,828      187,588      149,112
     Deferred income taxes                                 (85,500)      23,640         (202)
     Gain on sale of assets                                   -          16,087          250
     Gain on sale of investment in securities               13,878         -            -
     Changes in operating assets and liabilities:                     
          Accounts receivable                             (223,129)     (46,137)    (132,674)
          Contracts in progress                           (381,139)     (75,000)        -
          Inventories                                   (1,266,795)    (637,952)     (59,943)
          Prepaid expenses and other assets               (321,881)     (28,951)    (190,068)
          Accounts payable                                 287,897       36,033      296,605
          Accrued expenses                                 133,294        9,452       21,802
          Customer advances                                588,883      (57,671)    (166,481)
                                                       -----------  -----------  -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       (542,320)    (562,159)     187,425
                                                       -----------  -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                  (694,036)    (514,282)    (219,531)
     Purchases of investments                              (30,358)  (1,000,000)        -
     Proceeds from sales of investments in securities      845,107         -            -
     Purchases of software development costs            (1,075,750)    (722,448)    (227,168)
                                                       -----------  -----------  -----------
NET CASH USED IN INVESTING ACTIVITIES                     (955,037)  (2,236,730)    (446,699)
                                                       -----------  -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Overdraft                                             144,701         -            -
     Net proceeds on line of credit                        800,000      500,000      780,908
     Payments on notes payable                                -        (496,468)    (595,747)
     Payments under capital lease obligations              (21,794)     (29,289)     (27,059)
     Distributions to shareholders                         (36,407)    (694,723)     (44,530)
     Proceeds from initial public offering                    -       4,079,726         -
     Proceeds from common stock warrants                      -          50,000         -
                                                       -----------  -----------  -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  886,500    3,409,246      113,572
                                                       -----------  -----------  -----------
NET INCREASE (DECREASE) IN CASH                           (610,857)     610,357     (145,702)
                                                       -----------  -----------  -----------
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR               610,857          500      146,202
                                                       -----------  -----------  ----------- 
CASH AND CASH EQUIVALENTS, END OF YEAR                 $      -     $   610,857  $       500
                                                       ===========  ===========  ===========

</TABLE>
  The accompanying notes are an integral part of these financial statements.

PAGE <F-6>     

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS


A.     Organization and Summary of Significant Accounting Policies:

       ORGANIZATION AND NATURE OF OPERATIONS

       Pacific Research & Engineering Corporation (the "Company") 
       was incorporated on October 17, 1969 in the state of 
       California.  The Company's principal operations are the 
       manufacturing and selling of professional radio studio 
       broadcasting equipment.  The Company also provides technical 
       furniture and studio integration and design services to 
       radio stations and network facilities.  The Company operated 
       under the name Pacific Recorders & Engineering Corporation 
       until December 21, 1995, at which date the Company changed 
       its name to Pacific Research & Engineering Corporation.

       BASIS OF ACCOUNTING

       The Company's policy is to use the accrual method of 
       accounting and to prepare and present financial statements 
       which conform to generally accepted accounting principles.  
       The preparation of financial statements in conformity with 
       generally accepted accounting principles requires management 
       to make estimates and assumptions that affect the reported 
       amounts of assets and liabilities and disclosure of 
       contingent assets and liabilities at the date of the 
       financial statements and reported amounts of revenues and 
       expenses during the reporting periods.  Actual results could 
       differ from those estimates.

       CASH AND CASH EQUIVALENTS

       The Company considers all highly liquid investments with 
       maturities of three months or less to be cash equivalents. 

       INVESTMENT IN SECURITIES

       The Company maintains excess cash available for operating 
       purposes in a mutual fund of a financial institution.  The 
       fund invests exclusively in the State of California tax free 
       municipal bonds.  There are no restrictions and the fund 
       shares may be redeemed by the Company at any time without 
       penalty.  The Company's marketable securities are 
       categorized as available for sale securities, as defined by 
       Statement of Financial Accounting Standards No. 115, 
       "Accounting for Certain Investments in Debt and Equity 
       Securities."  Unrealized gains and losses are reported as a 
       separate component within the shareholders' equity section 
       of the balance sheet.  Realized gains and losses on all 
       marketable securities are determined using the average cost 
       method and are charged or credited to current earnings.

       ACCOUNTS RECEIVABLE

       The Company sells and grants credit to broadcast companies, 
       primarily located throughout the United States, during 
       normal course of business (See Note N).  The Company 
       performs ongoing credit evaluations of its customers' 
       financial condition and collateral is generally not 
       required.

PAGE <F-7>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

A.     Organization and Summary of Significant Accounting Policies:
       (continued) 

       INVENTORIES

       Inventories are stated at the lower of cost (first-in, 
       first-out) or market.  Inventory costs include material, 
       labor and manufacturing overhead.

       PROPERTY AND EQUIPMENT

       Property and equipment is stated at cost, and depreciated 
       using the straight-line method over the estimated useful 
       lives of the assets, which range from three to five years.  
       Assets under capital leases are depreciated by the straight-
       line method over the shorter of the lease term or the useful 
       lives of the assets.  The Company's policy is to evaluate 
       the remaining lives and recoverability in light of current 
       conditions. It is at least reasonably possible that the 
       Company's estimates of lives and recoverability will change.

       INTANGIBLE ASSETS

       Intangible assets consist of capitalized software costs 
       incurred for the development of software after technological 
       feasibility has been established. These expenditures are 
       principally related to new products, and whose costs were 
       capitalized in accordance with the provisions of Statement 
       of Financial Accounting Standards No. 86, "Accounting for 
       the Costs of Computer Software to be Sold, Leased, or 
       Otherwise Marketed."  Capitalized software costs are being 
       amortized on a product-by-product basis using the straight-
       line method over the remaining estimated economic useful 
       life of the products which as been established as five 
       years.  It is at least reasonably possible that the 
       Company's estimate of the useful lives will change.

       CUSTOMER ADVANCES

       Advance payments received from customers are deferred and 
       recognized as revenue upon shipment.

       REVENUE RECOGNITION

       Revenue from product sales is generated primarily from the 
       manufacture and sale of radio studio broadcasting equipment. 
       The period of time from initial order to final shipment of 
       the product typically ranges from two to six weeks.  Revenue 
       is recognized when the equipment is shipped. 

       Revenues from fixed-price and modified fixed-price contracts 
       are recognized on the percentage-of-completion method, 
       measured by the percentage of actual costs incurred to date 
       to estimated total costs for each contract.  This method 
       (costs-to-cost) is used because management considers 
       expended actual costs to be the best available measure of 
       progress on these contracts.

       Contract costs include all direct material and labor costs 
       and those indirect costs related to contract performance, 
       such as indirect labor, supplies, tools, repairs, and 
       depreciation costs.  Selling, general and administrative 
       costs are charged to expense as incurred.  Provisions for 
       estimated losses on uncompleted contracts are made in the 
       period in which such losses are determined.  Changes in job 
       performance, job conditions, and estimated profitability, 
       including those arising from contract penalty provisions, 
       and final contract settlements may result in revisions to 
       costs and income and are recognized in the period in which 
       the revisions are determined.  An amount equal to contract 
       costs attributable to claims is included in revenues when 
       realization is probable and the amount can be reliably 
       estimated.  It is at least reasonably possible that these 
       estimates will change. 

       The asset, "contracts in progress," represents revenues 
       recognized in excess of amounts billed.

PAGE <F-8>     

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

A.     Organization and Summary of Significant Accounting Policies:
       (continued) 

       FAIR VALUE

       The Company has cash for which the carrying value 
       approximates fair value due to the short term nature of 
       these instruments.  The carrying amount of the line of 
       credit approximates fair value since the interest rate 
       fluctuates with the lending bank's prime rate.

       RECLASSIFICATION

       Certain prior period amounts have been reclassified to 
       conform with the current year's presentation.  These 
       reclassifications have no effect on previously reported net 
       income.

       ADVERTISING

       Advertising costs are generally charged to operations in the 
       year incurred and totaled $305,519, $223,591 and $150,889 
       for the years ended December 31, 1997, 1996 and 1995, 
       respectively.

       RESEARCH AND DEVELOPMENT

       Research and development costs, consisting principally of 
       engineering, design and development costs devoted to 
       creating new products or improving existing products, are 
       expensed as incurred. 

       INCOME TAXES

       Income taxes, including pro forma computations, are provided 
       in accordance with Statement of Financial Accounting 
       Standards No. 109 (SFAS 109), "Accounting for Income Taxes." 
       Deferred taxes are recognized for temporary differences in 
       the basis of assets and liabilities for financial statement 
       and income tax reporting.  A provision has been made for 
       income taxes due on taxable income and for the deferred 
       taxes on the temporary differences.  The components of the 
       deferred tax asset and liability are individually classified 
       as current and non-current based on their characteristics.

       Deferred tax assets are reduced by a valuation allowance 
       when, in the opinion of management, it is more likely than 
       not that some portion or all of the deferred tax assets will 
       not be realized.  Deferred tax assets and liabilities are 
       adjusted for the effects of changes in tax laws and rates on 
       the date of enactment.

       STOCK OPTION PLAN

       Effective January 1, 1996, the Company adopted a method of 
       accounting for stock-based compensation plans as required by 
       Statement of Financial Accounting Standard No. 123 (FAS No. 
       123) "Accounting for Stock-Based Compensation."  FAS No. 123 
       allows for two methods of valuing stock-based compensation. 
       The first method allows for the continuing application of 
       APB No. 25 in measuring stock-based compensation, while 
       complying with the disclosure requirements of FAS No. 123. 
       The second method uses an option pricing model to value 
       stock compensation and record as such within the financial 
       statements.  The Company will continue to apply APB No. 25, 
       while complying with FAS No. 123 disclosure requirements 
       (see Note R).

PAGE <F-9>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

A.     Organization and Summary of Significant Accounting Policies:
       (continued) 

       EARNINGS PER SHARE

       Earnings per share are provided in accordance with Statement 
       of Financial Accounting Standard No. 128 (FAS No. 128) 
       "Earnings Per Share."  Basic earnings per share are computed 
       by dividing earnings available to common stockholders by the 
       weighted average number of common shares outstanding during 
       the period.  Diluted earnings per share reflect per share 
       amounts that would have resulted if dilutive potential 
       common stock had been converted to common stock.  As 
       required by FASB No. 128, prior year earnings per share 
       amounts have been restated.  Earnings per share for the 
       years ended December 31, 1996 and 1995 did not change as a 
       result of this restatement.
                    
B.     Contracts in Progress:

       The following is a summary of contracts in progress as of 
       December 31, 1997 and 1996:

                                             1997         1996  
                                         -----------  -----------

       Costs incurred on uncompleted 
         contracts                       $   224,547  $    36,921
       Estimated earnings                    231,592       38,079
                                         -----------  -----------
                                             456,139       75,000
       Less: Billings to date                   -            -
                                         -----------  -----------
                                         $   456,139  $    75,000
                                         ===========  ===========

 
       Included in the accompanying balance sheets are the following:

       Contracts in progress             $   456,139  $    75,000
                                         ===========  ===========


C.     Inventories:

       Inventories at December 31, 1997 and 1996 are summarized as 
       follows:

                                             1997         1996  
                                         -----------  -----------
       Raw materials                     $ 1,666,885   $  969,180
       Work-in-process                       676,630      328,574
       Finished goods                        695,668      474,634
                                         -----------  -----------
                                           3,039,183    1,772,388
              
       Less reserve for obsolescence         (25,000)     (25,000)
                                         -----------  -----------
       Inventories, net                  $ 3,014,183  $ 1,747,388
                                         ===========  ===========

PAGE <F-10>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

D.     Property and Equipment:

       Property and equipment at December 31, 1997 and 1996 are 
       summarized as follows:

                                                1997         1996  
                                            -----------  -----------
       Machinery and equipment              $ 1,520,981  $ 1,185,798
       Furniture and fixtures                   830,189      800,550
       Leasehold improvements                   667,749      638,348
                                            -----------  -----------
                                              3,018,919    2,624,696

       Less accumulated depreciation and 
         amortization                        (1,965,875)  (1,722,445)
       Self-constructed assets not placed 
         in service                             299,813         -
                                            -----------  -----------
       Property and equipment, net          $ 1,352,857  $   902,251
                                            ===========  ===========

       Depreciation expense was $243,430, $187,588 and $59,228 for 
       the years ended December 31, l997, 1996 and 1995 respectively.

E.     Intangible Assets:

       Intangible assets at December 31, 1997 and 1996 are 
       summarized as follows:

                                                1997         1996  
                                            -----------  -----------
       Capitalized software costs           $ 2,216,171  $ 1,137,730
       Less accumulated amortization           (169,398)        -
                                            -----------  -----------
       Intangible assets, net               $ 2,046,773  $ 1,137,730
                                            ===========  ===========

       Amortization of software costs were $169,398, $0, $0, for the 
       years ended December 31, 1997, 1996 and 1995, respectively.

F.     Other Assets:

       Other assets at December 31, 1997 and 1996 are summarized as 
       follows:

                                                1997         1996  
                                            -----------  -----------
       Deposits                             $   203,876  $    93,696
       Employee loan                              6,500        8,725
       Architectural design                      30,000         -
                                            -----------  -----------
                                            $   240,376  $   102,421
                                            ===========  ===========
PAGE <F-11>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

G.     Line of Credit:

       The Company has a line of credit facility with a bank which 
       expires in May 1998. The line bears interest at the bank's 
       LIBOR rate plus 2.00%, 8% at December 31, l997.  The line of 
       credit provides for maximum borrowings of $1,500,000, and is 
       secured by substantially all assets of the Company.  At 
       December 31, 1997, the Company had $200,000 of available 
       credit under the line.  This facility contains certain 
       covenants, as defined, for which, as of December 31, 1997 
       the Company was in violation.  Financial covenants and 
       ratios are as follows: minimum tangible net worth of at 
       least $4,000,000, a ratio of total liabilities to tangible 
       net worth of not greater than 0.60 to l.00 and a ratio of 
       current assets to current liabilities of at least 1.50 to 
       1.00.  Management received a waiver from the financial 
       institution for certain covenant violations as of 
       December 31, 1997.  In January 1998, the Company amended 
       the line of credit and extended the maturity date.  The 
       above information reflects the amended terms of this facility.

H.     Income Taxes:

       For the tax period ended May 29, 1996 and the year ended 
       December 31, 1995, the Company elected to be taxed under the 
       provisions of Subchapter S of the Internal Revenue Code.  
       Under those provisions, the Company would normally not be 
       subject to federal corporate taxes since the shareholders 
       are liable for individual Federal income taxes on their 
       respective shares of the Company's taxable income. 

       The public offering discussed in Note L resulted in the 
       termination of the Company's S Corporation status for 
       federal and state income tax purposes.  This resulted in the 
       establishment of a deferred tax asset calculated at normal 
       federal and state income tax rates, causing a one-time non-
       cash credit to earnings as a reduction of income tax expense 
       equal to the amount of the net change in deferred tax 
       benefit.  As of December 31, 1995, the amount of the current 
       deferred tax asset, which would have been recorded had the 
       Company's S Corporation status terminated on that date, was 
       $93,000.  

       Deferred taxes are comprised primarily of temporary 
       differences relating to inventory valuation, certain 
       reserves, accruals, and software development costs 
       capitalized for book purposes, but expensed for tax 
       purposes.

       The Company has research and development and manufacturer's 
       credit carryforwards of approximately $19,000 and $41,000, 
       respectively.  The credit carryforwards will expire in 
       fifteen (15) years, if not utilized.

       The components of the provision for income taxes are as 
       follows:


                                  1997         1996         1995
                              -----------  -----------  -----------
            Current:
            Federal           $   (46,500) $      -     $      -
            State                    (800)        (800)      (7,602)
                              -----------  -----------  -----------
                                  (47,300)        (800)      (7,602)
                              -----------  -----------  -----------
            Deferred:
            Federal                19,000       17,000         -    
            State                  66,500      (36,900)         202
                              -----------  -----------  -----------
                                   85,500      (19,900)         202
                              -----------  -----------  -----------
                              $    38,200  $   (20,700) $    (7,400)
                              ===========  ===========  ===========

PAGE <F-12>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

H.     Income Taxes: (continued)

       PRO FORMA INCOME TAXES

       The accompanying statements of income includes the unaudited 
       pro forma income tax provision for 1995, to reflect the 
       estimated income tax expense of the Company as if it had 
       been subject to normal federal and state income taxes from 
       the period presented.

       Pro forma income taxes, assuming the Company was subject to 
       C Corporation income taxes for the entirety of the period, 
       are as follows:

                                                    Pro forma
                                                       1995    
                                                   (Unaudited)
                                                    ----------
            Federal                                 $   89,500
            States taxes, net of federal benefits       26,500
                                                    ----------
                                                    $  116,000
                                                    ==========

       The reconciliation of the federal statutory rate for income 
       taxes is as follows:
                              
                                                         Pro forma
                                                           1995    
                                         1997     1996  (Unaudited)
                                        ------   ------   ------
                                      
       Statutory federal rate             34%      34%      34%
       State taxes, net of federal 
         benefits                          6        6        6   
       Adjustment for prior year 
         deferred taxes calculated 
         as an S-corporation               -       32        -
       Benefit of tax adjustments        (55)      (6)       2 
                                        ------   ------   ------  
                                         (15%)     66%      42%
                                        ======   ======   ======
   
       The components of deferred tax assets (liabilities) as of 
       December 31, 1997 and 1996 are as follows:

       Deferred tax assets:
                                               1997         1996  
                                           -----------  -----------

       Credit carryforwards                $    67,000  $   214,000
       Nondeductible reserves                   32,000       16,400
       Nondeductible accruals                   16,000       11,900
       Inventory                               195,000       56,800
       Valuation allowance                    (115,000)        -
                                           -----------  -----------
       Total deferred tax assets           $   195,000  $   299,100
                                           ===========  ===========


PAGE <F-13>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

H.     Income Taxes: (continued)

       Deferred tax liabilities:
                                               1997         1996  
                                           -----------  -----------
  
       Property and equipment              $   (71,000) $   (36,200)
       Software development costs              (52,000)    (276,400)
                                           -----------  -----------
       Total deferred tax liabilities         (123,000)    (312,600)
                                           -----------  -----------
       Net deferred tax asset (liability)  $    72,000  $   (13,500)
                                           ===========  ===========

       These amounts have been presented in the Company's financial 
       statements as follows:

                                              1997         1996  
                                           -----------  -----------
       Deferred tax assets, Current        $   128,000  $    85,100
       Deferred tax liabilities, Noncurrent    (56,000)     (98,600)
                                           -----------  -----------
                                           $    72,000  $   (13,500)
                                           ===========  ===========

       The Company's valuation allowance for the years ended 
       December 31, 1997 and 1996 increased $115,000 and $0, 
       respectively.  It is at least reasonably possible that the 
       estimated valuation allowance will change.

I.     Commitments and Contingencies:

       OPERATING LEASES

       The Company leases its facilities under a noncancelable 
       operating lease which expires in May 2005.  The 
       noncancelable operating lease provides that the Company pays
       for property taxes, insurance and certain other operating 
       expenses applicable to the leased premises. Rent expense for
       the years ended December 31, 1997, 1996 and 1995 was 
       $377,077, $383,440 and $221,375, respectively.  The Company
       subleases space in one of the buildings to an unrelated 
       third party and received rent of $99,000, $99,000 and 
       $63,525 for the years ended December 31, 1997, 1996 and 
       1995, respectively.  The sublease agreement will be assigned
       to the lessor in October 1998, releasing the Company from 
       any future responsibility or liability as set forth in the 
       lease agreement. 

       At December 31, 1997, minimum annual rent payable and 
       sublease income under the noncancelable leases are as 
       follows:      
                                                                
                             Rent Payable         Sublease Income
                            ---------------       ---------------
            1998            $       368,573       $        74,250
            1999                    292,559                  -
            2000                    304,261                  -
            2001                    316,433                  -
            2002                    330,156                  -
            Thereafter              821,040                  -
                            ---------------       ---------------
            Total           $     2,433,022       $        74,250
                            ===============       ===============

 
PAGE <F-14>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

I.     Commitments and Contingencies: (continued)

       The Company has paid a nonrefundable deposit as part of an 
       agreement to enter into a lease for a build-to-suit 
       property.  This property will provide a considerable 
       increase in space for the manufacturing and corporate 
       headquarters.  The Company expects to occupy the new 
       facility during the fourth quarter of 1998.

       CAPITAL LEASES

       The Company leases equipment under capital leases.  The 
       economic substance of the capital lease agreements is that 
       the Company finances the acquisition of equipment, and 
       accordingly, they are recorded as a capital lease 
       obligation and the asset as a component of property and 
       equipment.  The following is an analysis of the book value 
       of the leased assets included in property and equipment as 
       of December 31, 1997 and 1996.
                                                                
                                            1997         1996  
                                        -----------  -----------

            Cost                        $   170,274  $   155,297
            Accumulated depreciation       (118,043)     (84,737)
                                        -----------  -----------
                                        $    52,231  $    70,560
                                        ===========  ===========

       The future minimum lease payments under capitalized leases 
       and the present value of the net minimum lease payments as 
       of December 31, 1997 are as follows:

       1998                                              $    34,207
       1999                                                   15,192
       2000                                                    4,623
       2001                                                      771
                                                         -----------
                                                              54,793
       Less amount representing interest                      (5,291)
                                                         -----------
       Present value of net minimum lease payments            49,502

       Less current portion of capital lease obligations     (30,534)
                                                         -----------
                                                         $    18,968
                                                         ===========


PAGE <F-15>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

I.     Commitments and Contingencies: (continued)

       PURCHASE COMMITMENTS

       During August 1993, the Company entered into an agreement to 
       sell certain assets and certain liabilities associated with 
       the Company's former sheet metal fabrication process to an 
       unrelated third party (the "Buyer").  In connection with 
       the sale, the Company agreed to allow the Buyer to bid on 
       all of the Company's future metal fabrication orders, if the 
       Buyer can satisfy certain quality control and delivery 
       schedule requirements.  Under this agreement, the Company is 
       obligated to accept the Buyer's bid if the bid does not 
       exceed 8% of other bids through August 1994, and 5% for bids 
       thereafter.  The Company purchased approximately $516,862, 
       $562,561, and $454,700 of metal fabrication from the Buyer 
       for the years ended December 31, 1997, 1996 and 1995, 
       respectively.

       OTHER

       The Company is subject to numerous federal, state, and local 
       environmental laws and regulations.  Management believes 
       that the Company is in material compliance with such laws 
       and regulations and that potential environmental 
       liabilities, if any, are not material to the financial 
       statements.

J.     Profit Sharing Plan:

       The Company maintains a profit sharing plan (the "Plan") 
       that provides for tax deferred employee benefits under 
       Section 401(k) of the Internal Revenue Code.  The Plan 
       allows all employees with at least one year employment with 
       the Company to make contributions, 20% of which will be 
       matched by the Company, up to 14% of an employee's salary or 
       the amount allowed by law, as defined.  The Company may 
       elect to make an additional discretionary contribution in 
       any Plan year.  There were no discretionary Company 
       contributions during the periods ended December 31, 1997, 
       1996 and 1995.  Company contributions vest at a rate of 20% 
       per year, beginning after two years of employment.  The 
       Company has made matching contributions to the Plan of 
       approximately $44,232 for the year ended December 31, 1997. 
       The Company pays the administrative costs of the Plan, 
       which approximates $5,000.  

K.     Supplemental Cash Flow Information:

       Supplemental disclosures of cash flow information for the 
       years ended December 31, 1997, 1996 and 1995 are summarized 
       as follows:

                                  1997         1996         1995
                              -----------  -----------  -----------
       Cash paid for:
       Interest               $    74,952  $    77,870  $    64,362
       Income taxes           $    16,000  $       800  $    21,000



PAGE <F-16>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

L.     Initial Public Offering:

       Effective May 1996, the Company sold 500,000 equity Units 
       (Unit) to the general public.  Each Unit sold for $11.00 and 
       consisted of two shares of common stock and one redeemable 
       common stock purchase warrant.  The common stock and the 
       warrant were detachable and separately transferrable 
       immediately after the closing of the offering.  Each warrant 
       entitles the registered holder to purchase, at any time over 
       a five year period commencing on the date of the Prospectus, 
       one share of common stock at $8.00 per share.  Commencing 
       from the date of the Prospectus, the warrants are subject to 
       redemption at $0.10 per warrant on thirty days written notice 
       if the closing bid price of the common stock is in excess of 
       150% of the then current exercise price of the warrants for a 
       period of ten consecutive trading days.  In 1997, the Company 
       determined that proceeds from the initial public offering 
       were overstated by $34,513 due to an increase in Directors & 
       Officers insurance expense directly attributable to the 
       Company's public offering.

M.     Shareholders' Equity:

       S CORPORATION DISTRIBUTIONS

       For the years ended December 31, 1997, 1996 and 1995, the 
       Company distributed $36,407, $694,723, and $44,530, 
       respectively, to its shareholders.  Distributions to 
       shareholders were paid on previous years earnings.  The 
       Company's status as an S Corporation automatically terminated 
       following the initial public offering (the "S Corporation 
       Termination Date"). 

       COMMON STOCK

       In December 1995, the Board of Directors and shareholders 
       voted to amend the Company's Articles of Incorporation and 
       By-laws.  The effect of the restatement is (i) to change the 
       authorized capital from 1,500 shares of common stock to 
       25,000,000 shares of common stock, no par value and (ii) to 
       effect a 12,433.33-for-1 stock split of the Company's common 
       stock. In April 1996, the Board of Directors and shareholders 
       voted to effect a .7-for-1 stock split of the Company's 
       stock.  Common stock has been retroactively stated for the 
       stock splits.

       WARRANTS

       Warrants outstanding in addition to those discussed in Note L 
       above at December 31, 1997 and 1996 consist of warrants 
       granted to a director/officer of the Company.  These warrants 
       provide for the purchase of 100,100 shares of common stock, 
       exercisable at $4.68 per share, which was an amount in excess 
       of the fair market value at the date of grant.  At the 
       closing of the Offering, the Company issued to the 
       Underwriter the Representative's Warrant to purchase for 
       investment a maximum of 50,000 Units of the Company, each 
       Unit consisting of two shares of common stock and one 
       warrant, but which may be exercised separately by the 
       Underwriter at an exercise price of 120% of the public 
       offering price of the securities being offered.  A summary of 
       warrants outstanding at December 31, 1997 and 1996 is as 
       follows:

                                                1997         1996  
                                            -----------  -----------
       Officer/director warrants            $   100,100  $   100,100
       IPO Unit warrants                        500,000      500,000
       Representatives warrants                  50,000       50,000
                                            -----------  -----------
                                            $   650,100  $   650,100
                                            ===========  ===========

       As of December 31, 1997 and 1996, no warrants had been 
       exercised in connection with these issuances. 


PAGE <F-17>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)


N.     Segment and Geographic Data:

       The Company is engaged in one line of business, the 
       manufacturing and selling of professional radio studio 
       broadcasting equipment.  The Company does not have any 
       employees, capital expenditures or other assets that are 
       permanently located outside of the United States.

       The Company's operations consist primarily of sales of 
       products to both domestic and foreign markets.  Information 
       about the sales of the Company by geographical  markets is 
       presented below for the years ended December 31, 1997 and 
       1996.  For the year ended December 31, 1995 foreign sales 
       were immaterial to the financial statements and, therefore, 
       are not presented.

                                          1997         1996
                                       -----------  -----------
            Europe                     $   152,976  $   164,218
            Central America                137,554       40,345
            Canada                         136,096       27,693
            Middle East                       -         191,287
            Southeast Asia                  34,635        1,926
            Mexico                          14,916       13,802
            South Africa                    27,785         -
            Caribbean                        6,534         -
            Australia                        2,152         -
            Other foreign countries          4,281         -
                                       -----------  -----------
            Total foreign sales            516,929      439,271

            Total domestic sales        11,771,044    7,256,889
                                       -----------  -----------
                                       $12,287,973  $ 7,696,160
                                       ===========  ===========

O.     Investment in Securities:

       Cost and fair value of securities available for sale at 
       December 31, 1997 are as follows:

                                    Unrealized  Unrealized
                          Cost        Gains       Losses   Fair Value
                       ----------   ---------   ---------  ----------
       Debt Securities $  166,813   $  18,438   $    -     $ 185,251

       Cost and fair value of securities available for sale at 
       December 31, 1996 are as follows:

                                    Unrealized  Unrealized
                          Cost        Gains       Losses   Fair Value
                       ----------   ---------   ---------  ----------
       Debt Securities $1,000,000   $   2,715   $    -     $1,002,715

       The unrealized gain on marketable securities, which is 
       included as a separate component of shareholders' equity in 
       the accompanying balance sheets, increased by $16,353 during 
       1997.

PAGE <F-18>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

P.     Major Customer:

       For the year ended December 31, 1997 the Company had a major 
       customer, sales to which exceeded 10% of the Company's 
       revenues.  Sales to this customer were approximately 
       $1,464,000, or 12% of net sales, for the year ended December 
       31, 1997.  The related accounts receivable balance from this 
       customer as of December 31, 1997, was approximately $78,000.

Q.     Earnings Per Share:

       The following reconciles amounts reported in the financial 
       statements for the years ended December 31, 1997 and 1996, 
       respectively.

<TABLE>
                                                       1997                                   1996
                                       ------------------------------------   ------------------------------------
                                         Income       Shares     Per-Share      Income       Shares     Per-Share
                                       ----------   ----------   ----------   ----------   ----------   ----------
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>
       Income available to
         common stockholders
         basic earnings per share      $  299,344    2,305,500   $     .13    $   10,752    1,888,833   $     .01
                                                                 ==========                             ==========
       Effect of dilutive securities
         options                             -          26,269                      -            -
                                       ----------   ----------                ----------   ----------
       Income available to common
         stockholders diluted earnings
         per share                     $  299,344    2,331,769   $     .13     $10,752      1,888,833   $     .01
                                       ==========   ==========   ==========   ==========   ==========   ==========

</TABLE>

       During 1997 and 1996, the corporation had 650,100 warrants 
       outstanding, each convertible into one share of common stock. 
       In addition, the Company had outstanding stock options in 
       1997 and 1996 issued and available to officers and employees 
       of the Company.  These warrants and stock options were not 
       included in the computation of diluted earnings per share 
       because the coverage market price of common stock during the 
       respective periods was lower than the exercise prices.

R.     Stock Options:

       The Company has granted stock options pursuant to its Omnibus 
       Stock Plan adopted in 1996, which can be exercised to 
       purchase one share of common stock each at the option price. 
       Options that have been granted and are outstanding generally 
       expire 10 years from the date of grant and become exercisable 
       at the rate of 20% per year based on the number of full years 
       the options are held from the date of grant (with the 
       exception of 760,000 options granted in 1996 to certain key 
       persons which will become vested December 31, 2003 at a price 
       of $5.50 a share).  At  December 31, 1997, a total of 
       1,015,000 options were outstanding, of which 57,000 were 
       exercisable.  Options granted under the plan in 1997 had 
       exercise prices ranging from $2.25 to $3.00 per share.  Stock 
       option transactions are summarized as follows:

PAGE <F-19>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)

R.     Stock Options:  (continued)
                                        Weighted          Average
                                      Stock Options   Price Per Share     
                                       -----------      ----------- 

       Outstanding, December 31, 1995

       Granted                             760,000      $     5.50     
       Exercised                              -  
       Canceled                               -               
                                       ----------- 
       Outstanding, December 31, 1996      760,000      $     5.50

       Granted                             255,000      $     2.60
       Exercised                              -
       Canceled                               -
                                       ----------- 
       Outstanding, December 31, 1997    1,015,000      $     4.77
                                       =========== 
       Exercisable, December 31, 1996         -
                                       ===========      
       Exercisable, December 31, 1997       57,000
                                       ===========        


       Had compensation cost for options granted in 1997 and 1996 
       been determined based on the fair values at the grant dates, 
       as prescribed in FAS 123, the Company's pro forma net 
       income/(loss) and pro forma net income/(loss) per share would 
       have been as follows:

                                           1997             1996  
                                       -----------      ----------- 
       Net income
            As reported                $   299,344      $    10,752 
            Pro forma                  $   261,731      $       455 
                       
       Net income per share
            As reported                $      .13       $      .01 
            Pro forma                  $      .11       $      .00 

       The above referenced calculations to estimate the fair value 
       of options were made using the Black-Scholes pricing model 
       which required making significant assumptions.  These 
       assumptions include the expected life of the options, which 
       was determined to be the vesting period, the expected 
       volatility, which was based on fluctuations of the stock 
       price over a 12 month period and the risk free interest rate, 
       which was estimated using the bond equivalent yield at 
       December 31, 1997.

PAGE <F-20>

               PACIFIC RESEARCH & ENGINEERING CORPORATION

                     NOTES TO FINANCIAL STATEMENTS
                             (Continued)


S.     Accrued Expenses:

       Accrued expenses at December 31, 1997 and 1996 consists of 
       the following:

                                           1997             1996  
                                       -----------      ----------- 
       Accrued payroll                 $   139,123      $   101,860
       Accrued payroll taxes and 
         benefits                          103,224           79,915
       Warranty reserve                     40,679             -
       Accrued sales tax                    14,641           13,655
       Property tax                          6,057             -
       Other                                25,000             -
                                       -----------      ----------- 
                                       $   328,724      $   195,430
                                       ===========      ===========

T.     Prepaid Expenses:

       Prepaid expenses at December 31, 1997 and 1996 consists of 
       the following:

                                           1997             1996  
                                       -----------      ----------- 
       Trade show fees                 $   162,611      $    42,567
       Product brochures                   144,956           97,360
       Technical manuals                    57,198             -
       Insurance                            14,053           32,272
       Trademark registration               12,239             -
       Maintenance contracts                 6,624            5,891
       Property tax                          4,544            3,653
       Income tax                             -              69,200
                                       -----------      ----------- 
                                       $   402,225      $   250,943
                                       ===========      ===========

U.     Subsequent Event:

       On March 11, 1998, the Company secured a $750,000 note 
       payable bearing interest at the bank's LIBOR plus 3.00%.  The 
       note is secured by property and equipment.  The note is to be 
       repaid in monthly principal installments of $20,833, plus 
       interest, and is due in full on March 15, 2001.  

       The following is a summary of principal maturities of this 
       debt:

             Year ending December 31,
             ------------------------
                      1998                        $  187,500
                      1999                           250,000
                      2000                           250,000
                      2001                            62,500
                                                  ----------   
                                                  $  750,000
                                                  ==========

PAGE <F-21>

CONSENT OF HARLAN & BOETTGER, LLP, INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1996 Omnibus Stock Plan
of Pacific Research & Engineering Corporation of our report dated
February 25, 1998, with respect to the consolidated financial 
statements and schedule of Pacific Research & Engineering 
Corporation for the year ended December 31, 1997 included in its
annual report on Form 10-KSB filed with the Securities and Exchange
Commission.

Harlan & Boettger, LLP

San Diego, California
March 30, 1998


PAGE <25> 


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 
1934, the registrant caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

Date:     March 30, 1998          

Pacific Research & Engineering Corporation


By:       /S/Jack Williams 
          Jack Williams
          President, Chief Executive Officer, Chairman of the Board

PAGE <26>

In accordance with the Exchange Act, this report has been signed 
below by the following persons on behalf of the registrant and in 
the capacities and on the date indicated.


                                 Title                      Date
 
/S/ Jack Williams         Director, President,         March 30, 1998
                            Chief Executive 
                         Officer, and Chairman 
                             of the Board 

/S/ Larry Eyler           Director, Secretary,         March 30, 1998
                            Chief Financial 
                           Officer, and Vice 
                          President of Finance 
                          (Principal Financial 
                               Officer)

/S/ Michael Dosch           Director, Chief            March 30, 1998
                           Operating Officer, 
                           and Vice President

/S/ David Pollard              Director,               March 30, 1998
                            Engineering-Vice 
                               President

/S/ John Lane                  Director                March 30, 1998

/S/ Michael Bosworth           Director                March 30, 1998

/S/ John Robbins               Director                March 30, 1998

/S/ Herb McCord                Director                March 30, 1998

PAGE <27>

Exhibit Index


3.1   Articles of Incorporation of the Company (1)
3.2   Bylaws of the Company (1)

4.1   Warrant Agreement (1)
4.2   Warrant Certificate (1)
4.3   Stock Certificate (1)
4.4   Unit Certificate (1)

10.1  Lease Agreement dated May 9, 1995 (1)
10.2  Sublease Agreement dated May 9, 1995 by and between the 
      Registrant and Pacific Metal Fabricators (1)
10.3  Employment Contract by and between the Registrant and 
      Jack Williams (1)(3)
10.4  Employment Contract by and between the Registrant and 
      Michael Dosch (1)(3)
10.5  Employment Contract by and between the Registrant and 
      Larry Eyler (1)(3)
10.6  Employment Contract by and between the Registrant and 
      David Pollard (1)(3)
10.7  1996 Omnibus Stock Plan and form of Stock Option 
      Agreement thereunder (1)(3)
10.8  Asset Purchase Agreement between the Registrant and 
      Pacific Metal Fabricators, Inc. (1)
10.9  Employment Contract by and between the Registrant and 
      Susan Dingethal (2)(3)

23.1  Consent of Harlan & Boettger, LLP, Independent Auditors
23.2  Consent of Harlan & Boettger, LLP, Independent Auditors

27.1  Financial Data Schedule.

(1)  Previously filed as an exhibit to the Company's Form SB-2, 
     file no. 333-858-LA, and incorporated herein by reference.
(2)  Previously filed as an exhibit to the Company's Form 10-QSB, 
     September 30, 1997, and incorporated herein by reference.
(3)  Executive Compensation Plans and Agreements.