SECURITIES AND EXCHANGE COMMISSION

                              Washington DC 20549

                                  FORM 10-QSB

  Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
                                      1934

For Quarter Ended February 28, 1999               Commission File No. 0-5920

                           LANCER ORTHODONTICS, INC.
       (Exact Name of Small Business Issuer as Specified in its Charter)

             CALIFORNIA                                   95-2497155
  (State or Other Jurisdiction of                      (I.R.S. Employer
    Incorporation or Organization)                       Identification No.)

                253 Pawnee Street, San Marcos, California 92069
                    (Address of Principal Executive Offices)

Issuer's telephone number, including area code:        (760) 744-5585

   Check whether the issuer:  (1) filed all reports required to be filed by
   Section 13 or 15(d) of the Securities Exchange Act 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


<PAGE>

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  2,119,140

Traditional small business disclosure format (check one):

              Yes         X                                      No


PART I.       FINANCIAL INFORMATION

Item 1.       SUMMARIZED FINANCIAL INFORMATION

                           LANCER ORTHODONTICS, INC.
                      CONDENSED BALANCE SHEET (UNAUDITED)
                                    2/28/99

                                     ASSETS
CURRENT ASSETS:
      Cash                                                         $  101,739
      Accounts Receivable, less allowances for sales
          returns and doubtful receivables of $97,075               1,188,824
      Insurance Claim Receivable                                      110,000
      Inventories                                                   2,174,319
      Prepaid Expenses                                                  5,501
          Total Current Assets                                      3,580,383

PROPERTY AND EQUIPMENT, at cost                                     2,383,540
      Less:  Accumulated depreciation                              (2,178,005)
                                                                      205,535
INTANGIBLE ASSETS:
      Marketing and Distribution Rights, net                          141,100
      Technology Use Rights, net                                      186,642
<PAGE>

                                                                      327,742
OTHER ASSETS                                                            6,560
          Total Assets                                             $4,120,220

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
      Accounts Payable and Accrued Liabilities                     $  603,105
      Line of Credit                                                  200,000
          Total Current Liabilities                                   803,105

COMMITMENTS AND CONTINGENCIES                                              --

STOCKHOLDERS' EQUITY:
      Redeemable Convertible Preferred Stock, Series C,
        $.06 noncumulative annual dividend; $.75 par value:
        Authorized 250,000 shares; no shares issued and
        outstanding ($.75 liquidation preference)                          --
      Redeemable Convertible Preferred Stock, Series D,
        $.04 noncumulative annual dividend; $.50 par value:
        Authorized 500,000 shares; 370,483 issued and
        outstanding ($.50 liquidation preference:
        aggregate liquidation preference of $185,242)                 185,242
      Common Stock, no par value: Authorized 50,000,000 shares;
        issued and outstanding 2,119,140                            4,701,761
      Accumulated Deficit                                          (1,569,888)
          Total Stockholders' Equity                                3,317,115
          Total Liabilities and Stockholders' Equity               $4,120,220
                           LANCER ORTHODONTICS, INC.
                     CONDENSED STATEMENTS OF OPERATIONS AND
            CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

<PAGE>

                                   FOR THE THREE           FOR THE NINE
                                   MONTHS ENDED             MONTHS ENDED
                                2/28/99    2/28/98        2/28/99     2/28/98

NET SALES                     $1,329,076  $1,370,068   $4,403,596  $4,381,358

COST OF SALES                    827,383     828,058    2,790,957   2,694,070

      Gross Profit               501,693     542,010    1,612,639   1,687,288

OPERATING EXPENSES:
      Selling, General &
      Administrative             498,025    506,691     1,575,532   1,519,692
      Product Development         43,512     49,266       112,066     135,441

TOTAL OPERATING EXPENSES         541,537    555,957     1,687,598   1,655,133

INCOME (LOSS) FROM OPERATIONS (   39,844)(   13,947)   (   74,959)     32,155

OTHER INCOME (EXPENSE):
   Interest Expense           (    5,069)(    6,338)   (    9,677)  (  23,412)
   Other Income (Expense), net       848        342         1,636         759

TOTAL OTHER INCOME (EXP)      (    4,221)(    5,996)   (    8,041) (   22,653)

INCOME (LOSS) BEFORE
  INCOME TAXES                 (  44,065) (  19,943)    (  83,000)      9,502

  INCOME TAXES                        --        800           800         800

NET INCOME (LOSS)              (  44,065)(  20,743)     (  83,800)      8,702

<PAGE>

OTHER COMPREHENSIVE INCOME            --         --            --          --

COMPREHENSIVE INCOME (LOSS)   $(  44,065)$(  20,743)  $(   83,800) $    8,702


NET INCOME (LOSS) PER WEIGHTED AVERAGE OF COMMON SHARES

BASIC                         $     (.02)$    (.01)   $     (.04)  $      .00

DILUTED                       $     (.02)$    (.01)   $     (.04)  $      .00


                            LANCER ORTHODONTICS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS


                                                   FOR THE NINE MONTHS ENDED
                                                   2/28/99           2/28/98

CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Income (Loss)                           $( 83,800)         $  8,702
      Adjustments to reconcile net income (loss)
      to net cash provided by (used in) operating
      activities:
          Depreciation and amortization            122,158            133,167
          Provision for doubtful accounts          ( 22,925)         (  4,694)
          Changes in assets and liabilities:
             Decrease in accounts receivable       136,951             30,591
             Decrease (increase) in inventories    (377,525)          194,843
             Increase in insurance claim rec       (110,000)               --
             Decrease in prepaid expenses           62,256             14,854
             Increase (decrease) in accounts
<PAGE>

             payable and accrued liabilities        18,883           ( 34,803)
CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES                               (254,002)          342,660


CASH FLOWS FROM INVESTING ACTIVITIES:
      Additions to property and equipment          ( 61,662)         ( 36,490)


CASH FLOWS FROM FINANCING ACTIVITIES:
      Net draws under line of credit agreement     100,000                 --
      Principal payments on note payable to bank        --           (200,000)
      Principal payments of capital leases              --           ( 15,848)
      Repurchase of common stock                   (  3,633)               --
CASH FLOWS USED IN FINANCING ACTIVITIES             96,367           (215,848)


DECREASE IN CASH                                   (219,297)           90,322
CASH AT BEGINNING OF PERIOD                        321,036            154,761
CASH AT END OF PERIOD                             $101,739           $245,083





                           LANCER ORTHODONTICS, INC.

NOTES TO FINANCIAL STATEMENTS

(A) BASIS OF PRESENTATION


<PAGE>

The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-QSB and therefore do not include all
information and notes necessary for a fair presentation of financial position,
results of operations, and cash flows in conformity with generally accepted
accounting principles.  The unaudited condensed financial statements include the
accounts of Lancer Orthodontics, Inc. (the "Company").  The operating results
for interim periods are unaudited and are not necessarily an indication of the
results to be expected for the full fiscal year.  In the opinion of management,
the results of operations as reported for the interim periods reflect all
adjustments which are necessary for a fair presentation of operating results.

(B) ORGANIZATION

The Company was incorporated on August 25, 1967, in the state of California, for
the purpose of engaging in the design, manufacture, and distribution of
orthodontic products.  The Company has a manufacturing facility in Mexico where
a majority of its inventory is manufactured (Note I).  The Company also
purchases certain orthodontic and dental products for purposes of resale.  Sales
are made directly to orthodontists world-wide through Company representatives
and independent distributors.  The Company also sells certain of its products on
a private label basis.

(C) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted
accounting principles ("GAAP"), requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period.  Significant estimates made by the Company's management
include, but are not limited to, allowances for doubtful accounts, allowances
for sales returns, the valuation of inventories, and the realizeability of
<PAGE>

property and equipment through future operations.  Actual results could
materially differ from those estimates.

(D) STOCK BASED COMPENSATION

The Company accounts for stock based compensation under Statement of Financial
Accounting Standards No. 123 ("SFAS 123").  SFAS 123 defines a fair value based
method of accounting for stock based compensation.  However, SFAS 123 allows an
entity to continue to measure compensation cost related to stock and stock
options issued to employees using the intrinsic method of accounting prescribed
by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock
Issued to Employees".  Entities electing to remain with the accounting method of
APB 25 must make pro forma disclosures of net income and earnings per share, as
if the fair value method of accounting defined in SFAS 123 had been applied.
The Company has elected to account for its stock based compensation to employees
under APB 25.

                           LANCER ORTHODONTICS, INC.

NOTES TO FINANCIAL STATEMENTS - continued

(E) ONE-FOR-SEVEN REVERSE STOCK SPLIT

On November 15, 1996, the Company effected a one-for-seven reverse stock split
of its common stock.  For all periods presented, that components of
shareholders' equity have been adjusted to reflect the reverse stock split.

(F) INSURANCE CLAIM

Management of the Company completed an assessment of a theft of inventory
located at its facility in Mexicali Mexico on April 6, 1999.  A police report

<PAGE>

and claim with the Company's insurance carrier for the full amount have been
filed and the Company is actively assessing its security measures.

The estimated loss of $110,000, valued at standard cost, has been reflected in
the accompanying financial statements as a reduction in inventories and an
addition to insurance claim receivable.

To date, Management has no information that would lead it to believe that it
will not recover for the theft under its insurance policy, however, there can be
no assurances given as to the amount that the Company will ultimately recover
from its insurance carrier.

(G) LINE OF CREDIT

At February 28, 1999, the Company had a $1,000,000 line of credit with a bank.
Borrowings are made at prime plus 0.75% (8.5% at February 28, 1999) and are
limited to specified percentages of eligible accounts receivable.  The unused
portion available under the line of credit at February 28, 1999 was $129,627.
The line of credit expires on November 3, 1999.  The Company is not required to
maintain compensating balances in connection with this borrowing arrangement.

The line of credit is collateralized by substantially all the assets of the
Company, including inventories, receivables, and equipment.  The lending
agreement for the line of credit requires, among other things, that the Company
maintain a tangible net worth of $2,500,000 and a debt to tangible net worth
ratio of no more than 1 to 1.  The Company is not required to maintain
compensating balances in connection with this lending agreement.

(H) NOTE PAYABLE TO BANK



<PAGE>

At February 28, 1998, all unpaid principal and accrued interest on the note
payable to a bank was paid.  The note required monthly payments of $18,889 plus
interest at prime plus 1% (9.5% at February 28, 1998).

                           LANCER ORTHODONTICS, INC.

NOTES TO FINANCIAL STATEMENTS - continued

(I) CAPITAL LEASE

The Company was the lessee of equipment under a capital lease which expired in
January 1998.  The assets and liabilities under the capital lease were recorded
at the lower of the present value of the minimum lease payments or the fair
market value of the asset.  The asset was depreciated over its estimated useful
life.  Depreciation of the asset is included in depreciation expense for the
period ended February 28, 1998.

(J) COMMITMENTS AND CONTINGENCIES

MANUFACTURING AGREEMENT - In May 1990, the Company entered into a manufacturing
subcontractor agreement whereby, the subcontractor agreed to provide
manufacturing services to the Company through its affiliated entities located in
Mexicali, B.C., Mexico.  The Company has moved the majority of its manufacturing
operations to Mexico.  Under the terms of the original agreement, the
subcontractor manufactured the Company's products based on an hourly rate per
employee based on the number of employees in the subcontractor's workforce.  As
the number of employees increased, the hourly rate decreased.  In December 1992,
the Company renegotiated the agreement changing from an hourly rate per employee
to a pass through of actual costs plus a weekly administrative fee.  The amended
agreement gives the Company greater control over all costs associated with the
manufacturing operation.  In July 1994, the Company again renegotiated the
agreement, reducing the administrative fee and extending the agreement through
<PAGE>

June 30, 1998.  In March 1996, the Company agreed to extend the agreement
through October 1998, to coincide with the building lease.  A new agreement is
currently being finalized to extend through October 2000.  Effective April 1,
1996, the Company leased the Mexicali facility under a separate arrangement.
The Company has retained the option to convert the manufacturing operation to a
wholly-owned subsidiary at any time.  Should the Company discontinue operations
in Mexico, it is responsible for the accumulated employee seniority obligation
as prescribed by Mexican law.  At February 28, 1999, this obligation was
approximately $235,000.  Such obligation is contingent in nature and accordingly
has not been accrued in the accompanying balance sheet.

LEASES - The Company leases its main facility under a non-cancelable operating
lease expiring December 31, 2003, which requires monthly rental payments that
increase annually, from $2,900 per month in 1994 to $6,317 per month in 2003.
The Company is negotiating to lease its Mexico facility under a non-cancelable
operating lease expiring October 31, 2000, which requires average monthly
rentals of approximately $6,000.  The rentals are subject to annual increases
based on the United States Consumer Price Index.  Future aggregate minimum
annual cash lease payments are as follows:

                         Years  ending
                         May 31, 1999                                $76,031
                         May 31, 2000                                $65,880
                         May 31, 2001                                $68,512
                         May 31, 2002                                $71,252
                         May 31, 2003                                $74,105
                         Thereafter                                  $44,219
                           LANCER ORTHODONTICS, INC.

NOTES TO FINANCIAL STATEMENTS _ continued

(J) COMMITMENTS AND CONTINGENCIES - continued
<PAGE>


YEAR 2000 ISSUES _ Certain computerized systems use only two digits to record
the year in date fields.  Such systems may not be able to accurately process
dates ending in the year 2000 and after.  The effects of this issue will vary
from system to system and may adversely affect an entity's operations as well as
its ability to prepare financial statements.  The accounting and MRP software
for the Company's main frame computer system has been upgraded to be year 2000
compliant and is actively supported by the developer.  The Company does not
anticipate to incur significant additional costs to be completely year 2000
compliant.

The Company does not place orders electronically nor does it make disbursements
to vendors or employees in that medium.  The Company has a broad base of
customers and suppliers and therefore is not heavily reliant on any one outside
company.  However, the Company has no way of completely knowing how the year
2000 may affect its various vendors or customers if such conversions are not
completed on a timely basis by them, and thus it cannot estimate with certainty
the impact the year 2000 may have on the Company.

(K) INCOME TAXES

At May 31, 1998, the Company had net tax operating loss carryforwards of
approximately $2,153,000 and business tax credits of approximately $161,000
available to offset future Federal taxable income and tax liabilities,
respectively.  The Federal carryforwards expire in varying amounts from 1998 to
2008.  As of May 31, 1998, the Company had business tax credits of approximately
$23,000 available to offset future state income tax liabilities.  The Company's
state net operating loss carryforward totaling approximately $354,000 expired
during the year ended May 31, 1998.

(L)  NET INCOME PER COMMON SHARE AND DIVIDENDS

<PAGE>

The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards ("SFAS 128").  SFAS 128 replaces the presentation
of primary and fully diluted earnings per share with the presentation of basic
and diluted earnings per share.  Basic earnings per share excludes dilution and
is calculated by dividing income available to common stockholders  by  the
weighted-average  number  of  common  shares  outstanding for the period.

Diluted earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity.

                           LANCER ORTHODONTICS, INC.

NOTES TO FINANCIAL STATEMENTS - continued

(L) NET INCOME PER COMMON SHARE AND DIVIDENDS _ continued

                                            EARNINGS PER SHARE (UNAUDITED)
                                     FOR THE THREE            FOR THE NINE
                                     MONTHS ENDED            MONTHS ENDED
                                   2/28/99     2/28/98     2/28/99     2/28/98
      BASIC EARNINGS PER SHARE:

Net income (loss)              $(   44,065)$(   20,743)$(   83,800) $    8,702

Net income (loss) applicable to
      common shareholders      $(   44,065)$(   20,743)$(   83,800) $    8,702

Weighted average number of
      common shares              2,116,668   2,125,712   2,117,335   2,125,712

<PAGE>

Basic Earnings (loss) per Share$(      .02$(      .01)$(      .04) $      .00

      DILUTED EARNINGS PER SHARE:

Net income (loss) from primary
      income per common share  $(   44,065)$(   20,743)$(   83,800) $    8,702

Net income (loss) for diluted
      earnings per share       $(   44,065)$(   20,743)$(   83,800) $    8,702

Weighted average number of shares
      used in calculating basis
      earnings per common share  2,116,668   2,125,712   2,117,335   2,125,712

Add:  Common equivalent shares          --          --          --      52,926

Weighted average number of shares
      used in calculation of diluted
      earnings per share         2,116,668   2,125,712   2,117,335   2,178,638

Diluted earnings (loss)
     per share                 $(      .02)$(      .01) $(     .04) $      .00

                           LANCER ORTHODONTICS, INC.

NOTES TO FINANCIAL STATEMENTS - continued

(M) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

                                               FOR THE NINE MONTHS ENDED
                                                 2/28/99            2/28/98  
   Sales to unaffiliated customers:
<PAGE>

         United States                        $2,519,106         $2,519,110
         Europe                                 1,116,771         1,057,052
         South America                            340,742           355,156
         Other Foreign                            426,977           450,040
                                              $4,403,596         $4,381,358

   No other geographic concentrations exist where net sales exceed 10% of total
net sales.

   Sales or transfers between geographic areas       none              none

   Operating profit:
         United States                          $(131,185)         $(   148)
         Europe                                    33,342            18,348
         South America                             10,177             6,170
         Other Foreign                             12,707             7,785
                                                $( 74,959)          $32,155

(N) NEW DISCLOSURE STANDARDS

In June 1997, SFAS No. 130 (SFAS 130"), "Comprehensive Income" was issued which
is effective for fiscal years beginning after December 15, 1997, and requires
reclassification of earlier financial statements for comparative purposes.  SFAS
130 requires that changes in the amounts of certain items, including foreign
currency translation adjustments and gains and losses on certain securities, be
shown in the financial statements.  SFAS 130 does not require a specific format
for the financial statement in which comprehensive income is reported, but does
require that an amount representing total comprehensive income be reported in
that statement.  The implementation of SFAS 130 did not have a material effect
upon the Company's financial statements.


<PAGE>

In June 1997, SFAS No. 131 ("SFAS 131"), "Disclosure about Segments of an
Enterprise and Related Information" was issued.  This statement will change the
way public companies report information about segments of their business in
their annual financial statements and requires them to report selected segment
information in their quarterly reports issued to shareholders.  It also requires
entity-wide disclosures about the product, services an entity provides, the
material countries in which it holds assets and reports revenues, and its major
customers.  SFAS 131 is effective for fiscal years beginning after December 15,
1997.  The implementation of SFAS 131 did not have a material effect upon the
Company's disclosures in its financial statements.




                           LANCER ORTHODONTICS, INC.

NOTES TO FINANCIAL STATEMENTS - continued

(O) ADMINISTRATIVE FEES

For the nine months ended February 28, 1999, general and administrative support
fees of $12,000 were accrued, payable to Biomerica, Inc.  In January 1999, 5,000
shares of Lancer's common stock were issued and released to Biomerica in lieu of
payment of $4,000.

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

Except for historical information contained herein, the statements in this Form
10-QSB are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.  Forward-
looking statements involve known and unknown risks and uncertainties which may
<PAGE>

cause the Company's actual results in future periods to differ materially from
forecasted results.  These risks and uncertainties include, among other things,
the continued demand for the Company's products, availability of raw materials
and the state of the economy.  These and other risks are described in the
Company's Annual Report on Form 10-KSB and in the Company's other filings with
the Securities and Exchange Commission.

RESULTS OF OPERATIONS

For the nine months ended February 28, 1999, net income decreased $92,502 as
compared to the year earlier period.  For the three months ended February 28,
1999, net income decreased $23,322 compared to the year earlier period.  The
decrease in net income is primarily attributable to the decrease in gross
profit, resulting from pricing pressures, partially offset by a reduction in
interest expenses.

For the nine months ended February 28, 1999, net sales increased $22,238 (.5%)
as compared to the year earlier period.  For the three months ended February 28,
1999, net sales decreased $40,992 (3.0%) as compared to the year earlier period.
The decrease is primarily attributable to economic conditions in international
markets and an industry-wide slowdown in domestic markets.  The Company
continues to search for and add new distributors, private label customers, and
sales representatives.  The Company remains very active in investigating new
products that will contribute strategically to its product line, believing that
a larger and more diverse product line will appeal to a wider range of
customers.

For the nine months ended February 28, 1999, cost of sales as a percentage of
sales (63.4%) increased 1.9% compared to the year earlier period.  For the three
months ended February 28, 1999, cost of sales as a percentage of sales (62.3%)
increased 1.9% compared to the year earlier period.  The increase is
attributable to competitive pricing pressures in the industry.
<PAGE>


For the nine months ended February 28, 1999, selling and general and
administrative expenses increased $55,840 (3.7%) compared to the year earlier
period.  For the three months ended February 28, 1999, selling and general and
administrative expenses decreased $8,666 (1.7%) as compared to the year earlier
period.  The increase for the nine month period is attributable to an increase
in marketing salaries and commissions and administrative fees.

                           LANCER ORTHODONTICS, INC.

For the nine months ended February 28, 1999, product development expenses
decreased $23,375 (17.3%) as compared to the year earlier period.  For the three
months ended February 28, 1999, product development expenses decreased $5,754
(11.7%) compared to the year earlier period.  The decrease is attributable to a
decrease in wage costs.

For the nine months ended February 28, 1999, interest expense decreased $13,735
(58.7%) compared to the year earlier period.  For the three months ended
February 28, 1999, interest expense decreased $1,269 (20.0%) as compared to the
year earlier period.  The decrease is attributable to reduced debt and interest
rates.

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

The Company's financial condition at February 28, 1999 and its previous two
fiscal year ends was as follows:
                                       02/28/99       05/31/98       05/31/97
Current Assets                       $3,580,383     $3,488,437     $3,217,057
Current Liabilities                     803,105        684,222        800,050
Working Capital                       2,777,278      2,804,215      2,417,007
Bank Debt & Capitalized Leases          200,000        100,000        415,848
Shareholder Equity                    3,317,115      3,404,548      3,150,283
<PAGE>

Total Assets                          4,120,220      4,088,770      3,950,333

Working capital decreased $26,937 during the nine months ended February 28,
1999, primarily attributable to the replacement of equipment and the development
of new products.

PART II.    OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS  Not Applicable

Item 2.     CHANGES IN SECURITIES  Not Applicable

Item 3.     DEFAULTS UPON SENIOR SECURITIES  Not Applicable

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          Not Applicable

                                LANCER ORTHODONTICS, INC.

Item 5.   OTHER INFORMATION

          CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS

          Effective April 13, 1999, the Company's Board of Directors approved
          the engagement of BDO Seidman, LLP to serve as the Company's
          independent public accountants and to conduct the audit of the
          Company's financial statements for the ensuing fiscal year end ending
          May 31, 1999.  In connection with the engagement of BDO Seidman, LLP,
          the Company has discontinued its association with Corbin & Wertz, who
          had been engaged to audit the Company's financial statements for the
          prior fiscal years.  The audit reports provided by Corbin & Wertz for
          the fiscal years ended May 31, 1998 and 1997 did not contain any
<PAGE>

          adverse opinion or a disclaimer of opinion nor was any report modified
          as to uncertainty, audit scope, or accounting principles.  Management
          of the Company knows of no past disagreements between the Company and
          Corbin & Wertz on any matter of accounting principles or practices,
          financial statement disclosure or auditing, scope, or procedure.

          INVENTORY THEFT

          Management of the Company completed an assessment of a theft of
          inventory located at its facility in Mexicali Mexico on April 6, 1999.
          A police report and claim with the Company's insurance carrier for the
          full amount have been filed and the Company is actively assessing its
          security measures.

          The estimated loss of $110,000, valued at standard cost, has been
          reflected in the accompanying financial statements as a reduction in
          inventories and an addition to insurance claim receivable.

          To date, Management has no information that would lead it to believe
          that it will not recover for the theft under its insurance policy,
          however, there can be no assurances given as to the amount that the
          Company will ultimately recover from its insurance carrier.

Item 6.     EXHIBITS AND REPORTS ON FORM 8-K

            There were no Form 8-k reports filed during the quarter.






<PAGE>

                                   SIGNATURES

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


                                                LANCER ORTHODONTICS, INC.     
                                                        Registrant



Date April 14, 1999                       By /s/ Douglas D. Miller            
                                          Douglas D. Miller,
                                          President and Chief Operating Officer

















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