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

                                   FORM 10-KSB

       FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
   [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (FEE REQUIRED)

                     FOR THE FISCAL YEAR ENDED JUNE 30, 1997
                                       OR
   [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT 1934 (NO FEE REQUIRED)
                   FOR THE TRANSITION PERIOD FROM ____ TO ____

                         Commission File Number 0-22709
                                                -------

                 TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
                 ----------------------------------------------
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                 <C>       
                      California                                13-3391820
--------------------------------------------------  ------------------------------------
   (State or other jurisdiction or organization)    (I.R.S. Employer Identification No.)

   22700 Savi Ranch Parkway, Yorba Linda CA                        92657
--------------------------------------------------  ------------------------------------
   (Address of principal executive officers)                    (Zip Code)
</TABLE>

Registrant's telephone number, including area code (714) 974-7676
                                                   --------------

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

                                                   Name of each exchange
     Title of each class                           on  which  registered
     -------------------                           ---------------------



Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.01 per share.

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes: X  No:
          ---    ---

The aggregate market value of the voting common stock held by non-affiliates of
the registrant, computed by reference to the average of bid and asked price of
the stock as of September 22, 1997 was $460,988.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $2,206,000

The number of shares of common stock, $.01 par value, outstanding as of
September 22, 1997 was 598,734. .

Transitional small business disclosure format    Yes     No  X
                                                     ---    ---

                             Exhibit List on Page 26


<PAGE>

                                TABLE OF CONTENTS
                                -----------------

Part I
<TABLE>
<CAPTION>
<S>      <C>  <C>                                                                      <C>
Item 1   -    Description of Business ..................................................3

Item 2   -    Description of Property ..................................................8

Item 3   -    Legal Proceedings ........................................................8

Item 4   -    Submission of Matters to a Vote of Security Holders ......................8


Part II

Item 5   -    Market for Registrant's Common Stock and Related Matters .................8

Item 6   -    Management's Discussion and Analysis of Financial Condition and
              Results of Operations.....................................................9

Item 7   -    Financial Statements ....................................................13

Item 8   -    Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure.................................................25


Part III

Item 9   -    Directors and Executive Officers of the Registrant ......................25

Item 10  -    Executive Compensation...................................................25

Item 11  -    Security Ownership of Certain Beneficial Owners and Management...........25

Item 12  -    Certain Relationships and Related Transactions...........................25


PART IV

Item 13  -    Exhibits and Reports on Form 8-K.........................................26

SIGNATURES.............................................................................27
</TABLE>


                                        2

<PAGE>

                                     PART I


ITEM 1 - DESCRIPTION OF BUSINESS

General
-------

         Transition Analysis Component Technology, Inc. ("TACTech" or the
"Company") was incorporated in Delaware in 1987 and was owned 90% by Zing
Technologies, Inc. ("Zing") until such 90% interest was spun off to Zing's
shareholders on June 30, 1997. TACTech is a semiconductor information service
company which licenses proprietary computer software tools combined with
electronic semiconductor availability libraries and data bases that are utilized
by various segments of the Department of Defense, the defense/aerospace
industry, and industrial users of high reliability semiconductors and
manufacturers and distributors of high reliability and military grade
semiconductors. When accessed by customers, the libraries and data bases provide
subscribers with valuable tools for determining semiconductors availability
showing the manufacturers actively producing the subject semiconductor and the
projected life cycle (obsolescence) of such semiconductors. The system
identifies functionally interchangeable devices, when available, from various
manufacturers. At present, the Company's libraries and data bases are utilized
by its customers primarily in connection with designing, engineering,
manufacturing and maintaining of electronic systems for high reliability
applications. As of June 30, 1997, TACTech services were subscribed to by
ninety-five (95) customers located in the United States, one (1) customer
located in Canada and ten (10) customers located outside the continental United
States. Approximately 95% of the Company's revenues are derived from military
projects, primarily through government contractors and subcontractors.
Government agencies themselves account for less than 10% of the Company's
revenues in the aggregate.

         The TACTech data bases and libraries contain the nomenclature and
general description for over 121,000 individual military semiconductor devices
and over 111,000 commercial /industrial devices (the portion of the TACTech
library consisting of information on commercial/industrial devices is hereafter
referred to as the "Commercial Library"). TACTech's military library generally
includes all standard microcircuits and discrete devices with military
specifications. The data bases are instantly updated at TACTech's headquarters
and delivered on a real-time, on-line basis. TACTech software provides a
description and general specifications of each microcircuit and discrete device
in the TACTech library, thereby allowing the user to identify functionally
interchangeable devices from various manufacturers and to upgrade and rank
devices according to packaging, quality levels, projected production life cycle
and availability based on changes in technology and sources of supply. All
semiconductors listed in TACTech's library are ranked by reference to such
factors.

         TACTech has developed proprietary analysis procedures and software to
provide a production life cycle projection assessment rating for each device
type (microcircuit, diode and


                                        3

<PAGE>

transistor) contained in its library. TACTech's production life cycle
projections are determined by tracking specific device-type attribute values
such as speed, density, packaging, manufacturing process, design-in acceptance
and available sources of supply.

         TACTech's proprietary software allows its customers to receive
information from TACTech's library in useable formats through a personal
computer with modem access or through the Internet. The system allows for device
type information searches to be conducted on a form, fit and function equivalent
basis and/or alternate technology basis. Updates to TACTech's information
library are available to TACTech's customers on a real-time, on-line basis.
Information searches can be conducted by the customer on a base number search,
through parametric product description and by generic part number
identification. TACTech provides an automatic electronic discontinuance
notification service through its built-in software, which automatically notifies
the subscriber of changes in semiconductor availability with reference to the
specific subscriber's bill(s) of materials. In addition, the TACTech systems
allow contractors and designers to screen out obsolete semiconductors and
provide for the more predictable manufacturing and better maintenance of
equipment, thus helping to ensure a longer operational life of equipment.

         TACTech also maintains a "where used" library which contains the
semiconductor content of over 2,000 unclassified military electronic system
variations. A user can access this "where used" library to determine which
specific device types are incorporated within specific systems or to determine
how many electronic military systems use a given semiconductor.

         TACTech provides an information service that allows the user to convert
most military specification semiconductors to their closest industrial
equivalent. The conversion is based on electrical functionality as well as
packaging availability.

         The Company generates revenues primarily through license agreements for
its data base services pursuant to which it receives subscription fees. These
agreements are generally for terms of 12 months, but may be canceled by either
party upon 30 days' notice.

         On September 22, 1997, the Company issued 44,904 shares of its common
stock for all the issued shares of Research Analysis Corporation ("RAC"). In
addition, each of the two RAC selling shareholders received three-year
employment agreements with the Company and stock options. Each employment
agreement provides for an annual base salary and certain employee benefits up to
an aggregate of $200,000; and an incentive bonus up to $100,000 annually,
measured by the Company achieving certain targeted sales goals. Options for
44,904 shares of the Company common stock in the aggregate were also granted to
the RAC selling shareholders at an exercise price of $3.00 per share which vest
over a three-year period at the rate of 14,968 shares per year. The right to
exercise these options is subject to incremental vesting as (and if) the Company
achieves certain targeted sales goals. These options were not granted pursuant
to the Company's 1997 Option Plan.

         The Company believes that it can achieve synergies as a result of the
application of RAC's search engine technology (which accounted for approximately
65% of RAC's revenues in RAC's


                                        4

<PAGE>

1997 fiscal year) to the Company's military and commercial systems componentry
data bases and search engine technology, and that the RAC acquisition should
enable the Company to offer improved data retrieval services to the Company's
customers.

Competition
-----------

         TACTech competes with many data service companies which possess greater
financial and human resources and which offer a greater variety of services than
does TACTech. However, TACTech believes that it offers its customers a unique
set of information services that have been specially developed to assist the
military/aerospace market in solving problems relating to the management of
diminishing sources of supply and technological obsolescence, as they pertain to
high reliability semiconductor devices.

         TACTech believes it is the only commercially available, continuously
updated, real-time, on-line information service company which has focused all
its resources on providing such highly specialized services, thus giving it an
advantage in competing favorably with other information service organizations
who provide data services designed for more general application.

Marketing, Sales and Licensing
------------------------------

         TACTech maintains marketing, customer service and customer training
representatives in its Yorba Linda, California headquarters and marketing
representatives located in Orlando, Florida, New Orleans, Louisiana and
Valhalla, New York. TACTech markets its data services through highly trained and
highly specialized marketing personnel who contact prospective customers
directly. TACTech also promotes its services and identifies prospective
customers through participation in conferences and conventions dedicated
predominantly or exclusively to the issue of shrinking availability of military
products due to a diminishing number of manufacturing sources for military
specified products, or due to technological obsolescence. Video sales aids and
literature describing TACTech's data services are also utilized in its marketing
program.

         TACTech licenses its proprietary software and data services under
written license agreements with subscribers. Although TACTech provides customer
support to its subscribers to facilitate efficient use of its data services,
TACTech does not warrant the data provided to its subscribers.

         Many of the Company's customers access the Company services by a
modem-to-modem connection using the customers' own computers. The Company also
emphasizes delivery of its services through the Internet and World Wide Web
rather than modem-to-modem distribution.

         Subscribers for the Company's services can access the TACTech home page
at "www.tactech.com"; and the Company is seeking ways to realize greater
efficiencies for delivering its services through the Internet and World Wide Web
by augmenting and simplifying the use of its existing graphical user interface
accessible on the Internet and World Wide Web. The Company


                                        5

<PAGE>

plans to pursue the entry into marketing alliances aimed at penetrating the
commercial/industrial market.

         In the fiscal year ended June 30, 1997, sales to no customer of the
Company exceeded 10% of the Company's revenue. Sales to the Company's five
largest customers in fiscal 1996 and 1997 accounted for approximately 21 percent
and 27 percent, respectively, of the Company's revenues. Pursuant to its
agreement with Arrow Electronics, Arrow Electronics is the sole electronic
component distributor that is permitted to use the Company's services. The
Company's management believes that if the Company were to lose Arrow Electronics
as a customer, the Company would be able to replace the business lost from Arrow
Electronics with business from other electronic component distributors.

         TACTech's sales outside the United States are as follows:

<TABLE>
<CAPTION>
                                                  Fiscal 1996    Fiscal 1997
                                                  -----------    -----------
           <S>                                      <C>            <C>
           Canada.................................  $ 20,000       $ 24,000
           Europe.................................    21,000         92,900
           Mid East (Israel)......................                   36,000
           Far East (Japan).......................                    4,800
                                                    --------       --------
           Total..................................  $ 41,000       $157,700
                                                    ========       ========
</TABLE>

Customer Support and Warranty
-----------------------------

         TACTech's license agreements with its customers include in the base
subscription price free on-site training for two representatives of the
customer. The training program runs for two days and covers three areas;
operational and conceptual understanding of the software program's capability
and application training for integrating TACTech's service into the subscriber's
system. Once on line, a subscriber may call TACTech for technical assistance, at
the subscriber's cost, or use e-mail to obtain assistance. TACTech's license
agreements expressly disclaim any warranty, express or implied, for the accuracy
of its data bases.

Security Measures
-----------------

         TACTech has adopted a number of security measures and techniques. To
protect against a natural disaster, the Company engages in daily system data
backups and weekly full system data backups. Independent library tapes are
maintained and off-site data storage is utilized which contains a full system
data backup of library information and private customer files. To protect
against unauthorized usage, the Company maintains a dual access code security
system. The Company controls system access and allows its clients to apply a
second level of security codes that protect their private files. All data is
maintained in an encrypted state, only the password protected security codes
controlled by the Company and the Company's customers can open the files and
permit system usage. All entries to utilize the Company's services are recorded
on a hard copy trail and are


                                        6

<PAGE>

reviewed daily for proper authorization clearance. Safeguards are programmed
into the entry codes that shut down the system after five attempts are made to
enter the system with faulty access codes. The Company believes that these
safeguards are sufficient to prevent the unauthorized use of its data base
services by subscribers and to frustrate penetration of its system and theft of
its data bases and programs by outsiders. TACTech meets the Pentagon's Orange
Book standards for security in its industry. TACTech is in compliance with a G-2
level which is the highest security level for a networking service.

Source of Data Bases
--------------------

         Information for TACTech's data bases and libraries is acquired from the
private and governmental sectors, including semiconductor manufacturers, defense
contractors and the unclassified records of the U.S. Government and its
agencies. Approximately two-thirds of TACTech's information for its data bases
comes from numerous companies in the private sector which generally make such
information available to persons having a recognized need for such information.
The remaining information is obtained from governmental sources which can be
accessed pursuant to the Freedom of Information Act.

Copyrights, Trademarks and Licenses
-----------------------------------

         TACTech maintains copyright protection for its computer software and
related data base service and claims proprietary trade secret protection through
customer licensing agreements. "TACTech" is a registered trademark of the
Company. The Company does not hold any patents to any of the technology
incorporated in its software or data services.

Research and Development
------------------------

         TACTech's research and development efforts principally focus on
augmenting TACTech's existing customer interface design (the GUI on the Internet
and World Wide Web), new information products, the further development of the
Commercial Library, system security and the programming and maintaining of
TACTech's hardware and software.

Employees
---------

         As of June 30, 1997, TACTech employed thirty-four (34) persons --
sixteen (16) persons in software development, data base maintenance and computer
maintenance personnel; five (5) persons in data processing; five (5) persons in
sales, marketing and customer support; and eight (8) persons in administrative
roles. None of TACTech's employees are covered by a collective bargaining
agreement.


                                        7

<PAGE>

ITEM 2 - DESCRIPTION OF PROPERTY

         At June 30, 1997, TACTech was leasing a facility in Yorba Linda,
California from Arrow Electronics on a month-to-month basis at a cost of $3,500
per month. Substantially all of TACTech's facility is in productive use. The
Company has leased a new facility of approximately 11,500 square feet in Yorba
Linda commencing on October 1, 1997 for a period of five (5) years. Pursuant to
the non-cancelable lease, the annual lease rental rate for each of the five
years is approximately $79,000, $83,000, $87,000, $93,000 and $97,000. In
addition, the Company bears its allocable portion of the property's common area
maintenance which cannot exceed 106% of the previous year's common area
maintenance charge.

ITEM 3 - LEGAL PROCEEDINGS

         The Company is not party to any material pending legal proceedings nor,
to the Company's knowledge, is any material legal proceeding threatened.


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

         None.

                                     PART II


ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK
         AND RELATED STOCK HOLDER MATTERS

         The Common Stock of the Company is traded in the over-the-counter
market for securities that do not meet the Nasdaq Small Cap Market listing
requirements under the symbol "TRZA." The following table sets forth the high
and low closing prices of the Company's Common Stock (after only limited
trading) since the first day of trade on July 25, 1997:

<TABLE>
<CAPTION>
                                                         High            Low
                                                         ----            ---
         <S>                                            <C>             <C> 
         Fiscal Year Ending June 30, 1998
           First Quarter, (July 25, 1997 -
             September 22, 1997)                        $ 2.50          $ 0.93
</TABLE>

         As of September 22, 1997, there were 598,734 shares of Common Stock
outstanding and 898 beneficial owners, including 81 holders of record.


                                        8

<PAGE>

         No cash dividends have been paid on the Company's Common Stock for the
fiscal years ended June 30, 1997. The present policy of the Company is to retain
earnings to provide funds for the operations and expansion of its business.


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

         The discussion and analysis below should be read in conjunction with
the Financial Statements of the Company and the Notes thereto included elsewhere
in this report. In addition to historical information, the following discussion
and analysis contains forward-looking statements that involve risks and
uncertainties within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act, which are intended to be covered by the safe
harbors created thereby. Although the Company believes that the assumptions
underlying these forward-looking statements are reasonable, there can be no
assurance that they will prove to be accurate. Therefore, the inclusion herein
of information should not be regarded as a representation by the Company or any
other person that the objectives and plans of the Company will be achieved.

         Analysis of Financial Condition and Results of Operations covers the
fiscal years ended June 30, 1997 and June 30, 1996.

         The following table expresses certain items from the Company's income
statements as a percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
                                                                    Year Ended June 30,
                                                                     1996          1997
                                                                     ----          ----
         <S>                                                        <C>           <C>
         Revenues...............................................    100.0%        100.0%
         Selling, general and administrative expenses...........     88.1          84.5
         Depreciation ..........................................      2.1           1.8
                                                                    -----         -----
         Income before income taxes ............................      9.8          13.7
         Charges in lieu of income taxes........................      3.1           4.7
                                                                    -----         -----
         Net Income.............................................      6.7           9.0
                                                                    =====         =====
</TABLE>

Results of Operations - Fiscal Year Ended June 30, 1997
Compared to Fiscal Year Ended June 30, 1996

         TACTech generates revenues primarily through license agreements for its
data base services. These agreements are generally for terms of 12 months, but
may be canceled by either party upon 30 days notice. The number of subscriber
licenses generating revenues was greater by approximately 30% at June 30, 1997
as compared to June 30, 1996. The following data indicates the licensing
activity for each period:


                                        9

<PAGE>

<TABLE>
<CAPTION>
                                                                    Year Ended June 30,
                                                                     1996         1997
                                                                     ----         ----
         <S>                                                         <C>          <C>
         Subscribers at beginning of period.....................      60           73
         Subscribers who did not renew..........................     (14)         (12)
         Subscribers added during period including
           renewal subscription ................................      27           34
                                                                     ---          ---
         Subscribers at end of period...........................      73           95
                                                                     ===          ===
</TABLE>


         TACTech earned net income of $199,000 or $.36 per share for the fiscal
year ended June 30, 1997 as compared to net income of $107,000 or $.19 per share
for the fiscal year ended June 30, 1996 (calculated on a pro forma basis as if
the Company was a stand-alone company).

         Revenues for the fiscal year ended June 30, 1997 were $2,206,000, as
compared to $1,601,000 for the comparable 1996 period. This represented an
increase of 38%.

         This increase in revenue is primarily attributed to a combination of a
larger subscription base and a general increase in subscription services as
subscribers renew. In fiscal 1997 and fiscal 1996, the renewal rate of the
Company's subscribers was approximately 80% and 81%, respectively.

         Selling and general and administrative expenses during fiscal year 1997
increased to approximately $1,863,000 from $1,410,000 for the prior comparable
period. The increase is attributable primarily to increases in personnel costs
as demonstrated by the following table:

<TABLE>
<CAPTION>
                                                                   Number of Employees
                                                                    Year Ended June 30,
                                                                      1996       1997
                                                                      ----       ----
         <S>                                                           <C>        <C>
         Sales, marketing, training and customer service........        5          5
         Software development, data base maintenance
             and computer maintenance...........................        9         16
         Data processing........................................        3          5
         General and administrative.............................        5          8
                                                                       --         --
         Total..................................................       22         34
                                                                       ==         ==
</TABLE>

         Charges in lieu of income taxes in fiscal 1997 amounted to $103,000,
representing an effective tax rate of 34%, as compared to $50,000, with an
effective tax rate of 32% for fiscal 1996.

Results of Operations - Fiscal Year 1996 Compared to Fiscal Year 1995
---------------------------------------------------------------------

         TACTech's revenues from subscriber licenses increased by approximately
31% from $1,225,000 to $1,601,000 during the fiscal year ended June 30, 1996 as
compared to the fiscal year ended June 30, 1995.


                                       10

<PAGE>

         The following data reflects TACTech's subscription history for the
fiscal periods indicated:

<TABLE>
<CAPTION>
                                                                  Fiscal Year  Fiscal Year
                                                                      1995        1996
                                                                      ----        ----
         <S>                                                           <C>        <C>
         Subscribers at beginning of period.....................       47          60
         Subscribers who did not renew..........................       (7)        (14)
         Subscribers added during period including renewal
           subscribers..........................................       20          27
                                                                       --         ---
         Subscribers at end of period...........................       60          73
                                                                       ==         ===
</TABLE>

         In Fiscal 1996 subscriber gains were approximately 50% more than the
losses and in Fiscal 1995 the ratio was approximately 33%. Approximately 81% of
the subscriber licenses expiring were renewed as compared to 77% in Fiscal 1995.

         TACTech earned net income of $107,186, or $0.19 per share (after giving
effect to the Stock Split), for the Fiscal Year ended June 30, 1996, compared to
$38,325, or $0.07 per share (after giving effect to the Stock Split), for the
Fiscal Year ended June 30, 1995.

         Revenues for the Fiscal Year ended June 30, 1996 were $1,601,255 as
compared to $1,224,656 for the Fiscal Year ended June 30, 1995. This represents
an increase of 31% over the prior comparable period.

         Selling, marketing, software development and maintenance expenses and
depreciation increased to $1,444,000 for the Fiscal Year ended June 30, 1996 as
compared to $1,170,000 for the Fiscal Year ended June 30, 1995. The increase is
primarily attributable to a $200,000 increase in personnel costs as a result of
the Company's expanded operations. The following schedule demonstrates the
growth in personnel additions by functional area:

<TABLE>
<CAPTION>
                                                                             Number of Employees
                                                                         As of the Fiscal Year Ended
                                                                       -------------------------------
                                                                       June 30, 1995     June 30, 1996
                                                                       -------------     -------------
         <S>                                                                  <C>              <C>
         Sales, marketing, training and customer service........              3                5
         Software development, data base maintenance
            and computer maintenance............................              7                9
         Data processing   .....................................              2                3
         General and administrative.............................              4                5
                                                                             --               --
         Total..................................................             16               22
                                                                             ==               ==
</TABLE>


                                       11

<PAGE>

Trends

         TACTech's intention is to position itself to capitalize on the need for
more efficient design service as the Department of Defense budget contracts.
Although a declining U.S. military budget may result in a reduction in the total
number or dollar value of military projects, TACTech believes that Department of
Defense imperatives aimed at design efficiency for those projects will make
TACTech's services more valuable as a means of reducing the incidence of
technological obsolescence and assisting designers in identifying the best
available military industrial practices.

Liquidity and Capital Resources

         In fiscal 1996 and 1995, the Company used most of its cash generated
from operations for the acquisition of computers and computer related equipment,
and for the reduction of its obligations to Zing and generally for business
growth and development.

         Internal cash flow generated by the operations of the Company, together
with borrowings under the Company's $1.5 million credit facility, should be
sufficient for the Company to meet its short-term working capital requirements
and capital expenditure requirements. TACTech's management is currently
contemplating an expansion program for the Company which would include, among
other things, expanding its direct sales force, establishing marketing and
selling relationships both domestically and internationally, developing its
Commercial Library, and developing and offering additional value-added services
to its customers. In addition, other than with respect to the recently
consummated acquisition of RAC, there are no present understandings, commitments
or agreements with respect to any acquisition or of other businesses, products
or technologies or any strategic alliances. The Company may from time to time
evaluate potential acquisitions of businesses, products and technologies or
strategic alliances and may in the future issue securities or require additional
equity or debt financings to consummate such potential acquisitions or strategic
alliances.

Impact of Inflation

         In fiscal 1997 and fiscal 1996, inflation did not have a significant
impact on the operations of the Company. Since the Company's licensing contracts
with its customers are for relatively short periods, inflation may have an
adverse effect on the Company's revenues and pricing structure.


                                       12

<PAGE>

ITEM 7 - FINANCIAL STATEMENTS


                 Transition Analysis Component Technology, Inc.

                          Index to Financial Statements

                                  June 30, 1997


<TABLE>
<CAPTION>
                                                                      Page No.
                                                                      --------
<S>                                                                     <C>
Report of Independent Auditors .........................................14
Balance Sheets..........................................................15
Statements of Income....................................................16
Statements of Stockholders' Equity......................................17
Statements of Cash Flows................................................18
Notes to Financial Statements...........................................19
</TABLE>


                                       13

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


Stockholders and Directors
Transition Analysis Component Technology, Inc.
Yorba Linda, CA

         We have audited the accompanying balance sheets of Transition Analysis
Component Technology, Inc. ("TACTech") as of June 30, 1997 and 1996, and the
related statements of income, stockholders' equity and cash flows for the years
then ended. 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 TACTech at June 30,
1997 and 1996 and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.


                                                           /s/ ERNST & YOUNG LLP


September 22, 1997
White Plains, New York


                                       14

<PAGE>


                 Transition Analysis Component Technology, Inc.

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                        June 30,
                                                                                1996                 1997
                                                                            -------------------------------
<S>                                                                         <C>                   <C>
Assets
Current Assets:
    Cash................................................................    $ 133,855             $ 132,908
    Accounts receivable, less allowances
       of  $5,000 in 1997 and 1996......................................      322,324               419,331
    Prepaid expenses and other current assets...........................          ---                10,700
                                                                            ---------             ---------
Total current assets....................................................      456,179               562,939

Equipment ..............................................................      347,257               500,086
Less: accumulated depreciation..........................................      270,375               309,937
                                                                            ---------             ---------
                                                                               76,882               190,149
                                                                            ---------             ---------
Total assets............................................................    $ 533,061             $ 753,088
                                                                            =========             =========


Liabilities and stockholders' equity
Current liabilities:
    Accrued compensation expense........................................     $ 39,021              $ 98,306
    Accrued income taxes due former parent company......................       66,415               169,815
    Accrued legal and audit expenses....................................       36,000                26,513
    Accrued expenses - other............................................       16,252                26,428
    Deferred income.....................................................       58,985                79,905
                                                                            ---------             ---------
Total current liabilities...............................................      216,673               400,967

Due to former parent....................................................      609,242                  ---
Contingencies (Note 7)

Stockholders' equity (deficiency):
    Common stock (par value $.01 per share; authorized
      50,000 shares as of June 30,1996 and 5,000,000 shares
      as of June 30, 1997;  issued and outstanding 15,200 shares
      as of June 30,1996 and 553,830 shares as of June 30,1997).........          152                 5,538
    Additional paid-in capital..........................................          848               440,967
    Accumulated deficit.................................................     (293,854)              (94,384)
                                                                            ---------             ---------
Total stockholders' equity (deficiency).................................     (292,854)              352,121
                                                                            ---------             ---------
Total liabilities and stockholders' equity (deficiency).................    $ 533,061             $ 753,088
                                                                            =========             =========
</TABLE>

                             See accompanying notes.


                                       15

<PAGE>

                 Transition Analysis Component Technology, Inc.


                              Statements of Income

<TABLE>
<CAPTION>
                                                                                  Year ended June 30,
                                                                               1996                1997
                                                                           -------------------------------
<S>                                                                        <C>                 <C>
Revenues..............................................................     $ 1,601,255         $ 2,205,679

Selling, general and administrative expenses..........................       1,409,921           1,863,247
Depreciation of equipment.............................................          34,133              39,562
                                                                           -----------         -----------
Income before income taxes............................................         157,201             302,870
Charges in lieu of income taxes.......................................          50,015             103,400
                                                                           -----------         -----------
Net income............................................................     $   107,186         $   199,470
                                                                           ===========         ===========

Net income per common share...........................................           $ .19              $  .36
                                                                           -----------         -----------
Number of shares used in computation..................................         553,830             553,830
                                                                           ===========         ===========
</TABLE>


                             See accompanying notes.


                                       16

<PAGE>

                 Transition Analysis Component Technology, Inc.

                       Statements of Stockholders' Equity


<TABLE>
<CAPTION>
                                                                                                    Total
                                                        Additional                               Stockholders'
                                       Common             Paid-in           Accumulated             Equity
                                       Stock              Capital             Deficit            (Deficiency)
                                       ---------------------------------------------------------------------
<S>                                    <C>              <C>                   <C>                  <C>
Balance at June 30, 1995                   $152              $848             $(401,040)           $(400,040)

Net income                                  ---               ---               107,186              107,186
                                       ---------------------------------------------------------------------
Balance at June 30, 1996                    152               848              (293,854)            (292,854)
Net income                                  ---               ---               199,470              199,470
Capital contribution of
   former parent                            ---           553,723                   ---              553,723
                                       ---------------------------------------------------------------------
Balance at June 30, 1997
   prior to distribution                    152           554,571               (94,384)             460,339
Stock split                               5,386            (5,386)                  ---                  ---
Costs in connection with
  distribution of stock                     ---          (108,218)                  ---             (108,218)
                                       ---------------------------------------------------------------------
Balance at June 30, 1997               $  5,538         $ 440,967             $ (94,384)           $ 352,121
                                       =====================================================================
</TABLE>

                             See accompanying notes.


                                       17

<PAGE>

                 Transition Analysis Component Technology, Inc.

                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                         Year Ended June 30
                                                                                        1996             1997
                                                                                    ----------------------------
<S>                                                                                 <C>                <C>
Operating activities
Revenues .....................................................................      $ 107,186          $ 199,470
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation and amortization..........................................         34,133             39,562
       Changes in operating assets and liabilities:
         Accounts receivable..................................................        (97,052)           (97,007)
         Prepaid expenses and other current assets............................         14,674            (10,700)
         Accrued compensation expense.........................................         12,516             59,285
         Accrued taxes due former parent company..............................         50,015            103,400
         Accrued legal and audit expenses.....................................         17,500             (9,487)
         Accrued expenses - other.............................................          7,595             10,176
         Deferred income......................................................         18,668             20,920
                                                                                    ----------------------------
Net cash provided by operating activities.....................................        165,235            315,619

Investing activities
Purchase of equipment.........................................................        (49,573)          (152,829)
                                                                                    ----------------------------
Net cash used in investing activities.........................................        (49,573)          (152,829)
                                                                                    ----------------------------

Financing activities
Decrease in amounts due to former parent......................................        (48,400)           (55,519)
Costs in connection with distribution of stock................................            ---           (108,218)
                                                                                    ----------------------------
Net cash used in financing activities.........................................        (48,400)          (163,737)
                                                                                    ----------------------------

Net increase (decrease) in cash ..............................................         67,262               (947)
Cash at beginning of year.....................................................         66,593            133,855
                                                                                    ----------------------------
Cash at end of year...........................................................      $ 133,855          $ 132,908
                                                                                    ============================
</TABLE>


                             See accompanying notes.


                                       18

<PAGE>

                 Transition Analysis Component Technology, Inc.

                          Notes to Financial Statements

                                  June 30, 1997


1.   Organization and Summary of Significant Accounting Policies

Organization

Prior to June 30, 1997, Transition Analysis Component Technology, Inc.
("TACTech" or the "Company") was a 90% owned subsidiary of Zing Technologies,
Inc. ("Zing"), the Company's former parent, and the remaining 10% was owned by
one officer of the Company. TACTech is located in Yorba Linda, California.

The Company filed a registration statement on Form SB-1, which became effective
June 30, 1997, for the purpose of distributing the Common Stock of the Company
which was owned by Zing to the shareholders of Zing (the "Distribution"). In
connection with the Distribution, the Common Stock authorized and outstanding
was split on approximately a 36.436-for-one basis.

Also, in connection with the Distribution, intercompany advances (excluding
income taxes) as of the effective date of the Distribution were converted to
equity and, accordingly, were included within additional paid-in capital.

As of the date of the Distribution, the Company engaged certain employees of
Zing (with the permission of Zing) on a part-time basis to render to the Company
the following services for a cost not to exceed $100,000 per year including: to
advise in the development of the Company's business plan, to advise the Company
with respect to and to negotiate agreements on the Company's behalf, to
coordinate communications with the Company's stockholders, to advise the Company
with respect to and to negotiate acquisitions and financing, to prepare and file
the Company's tax returns and reports required by applicable securities laws and
rules of applicable stock exchanges, to review and supervise the Company's
accounting department and systems from time to time and suggest revisions and
changes thereto, and to perform such further services as such employees may
agree.

General Business Description

TACTech is a semiconductor information service provider which licenses
proprietary computer software tools combined with electronic semiconductor
availability libraries and data bases that are utilized by various segments of
the Department of Defense, the defense/aerospace industry, and industrial users
of high reliability semiconductors and manufacturers and distributors of high
reliability and military grade semiconductors.


                                       19

<PAGE>

                 Transition Analysis Component Technology, Inc.

                    Notes to Financial Statements (continued)


1.   Organization and Summary of Significant Accounting Policies (continued)

Revenue Recognition and Concentration of Credit Risk

The Company recognizes revenue on a monthly basis with substantially all
contracts cancelable on 30 days notice.

Equipment

Equipment is stated at cost and is depreciated using the straight-line method
over five years.

Net Income Per Common Share

Net income per common share is based on the weighted average number of shares of
Common Stock outstanding during the year, adjusted to reflect the stock split
referred to above for all periods presented.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

Fair value of Financial Instruments

The carrying amounts of cash, accounts receivable, accounts payable and accrued
expenses reasonably approximate fair value due to the short maturity of these
items.

Recent Accounting Pronouncement

The Financial Accounting Standard Board issued Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
to Be Disposed Of." The Company adopted SFAS No. 121 in fiscal 1997, and there
was no impact.

Agreements

In April 1993, TACTech entered into a three-year exclusive licensing agreement
with a distributor of electronic components at an annual rate of $108,000 and
this agreement was amended in May 1993 with an expiration date of June 1998. The
annual rate was amended to $200,000 effective July 1995.


                                       20

<PAGE>

                 Transition Analysis Component Technology, Inc.

                    Notes to Financial Statements (continued)


1.   Organization and Summary of Significant Accounting Policies (continued)

TACTech agreed that during the term of this agreement it would not grant or
authorize any other party access to its data bases or services if such party
were in the business of distributing electronic component parts. The agreement
may be renewed for successive one-year periods by mutual written consent of the
parties.

2.   Charges in Lieu of Income Taxes

The Company filed its federal income taxes on a consolidated basis for fiscal
years ended 1996 and 1997 with its former parent, Zing. Income taxes are
computed on a separate company basis pursuant to the liability method. Taxes
payable as of June 30, 1997 and 1996 aggregated to $169,815 and $66,415,
respectively, and are due to the former parent company.

The Company records taxes under the liability method of accounting for income
taxes. Under this method, any deferred tax assets and liabilities are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. Deferred tax assets of $28,000 and valuation reserves
of $28,000 related thereto have been recorded at June 30, 1997.

The difference between the effective tax rate and the federal tax rate of 34% is
due to the effect of the graduated federal tax rate schedule and state taxes.

3.   Employee Benefit Plans

Zing has a deferred compensation program for all employees, which is qualified
under Section 401(k) of the Internal Revenue Code under which the Company's
eligible employees were entitled to participate in the 1996 fiscal year and 1997
fiscal year. Under the program, contributions to be made by the Company are at
the discretion of the Board of Directors of the Company. The Company contributed
$1,600 in fiscal 1997 and $2,800 in fiscal 1996. Upon the distribution by Zing
of its Company shares to Zing shareholders, the Company established its own
deferred compensation plan for employees qualified under Section 401(k) of the
Internal Revenue Code. The Company does not maintain post-retirement benefit
plans.

4.   Leases

In fiscal year 1997, TACTech rented facilities in Yorba Linda, California on a
month-to-month basis. Lease expense for the years ended June 30, 1997 and 1996
was $ 46,000 and $44,000, respectively.


                                       21

<PAGE>

                 Transition Analysis Component Technology, Inc.

                    Notes to Financial Statements (continued)


4.   Leases (continued)

The Company has leased a new facility of approximately 11,500 square feet in
Yorba Linda commencing on October 1, 1997 for a period of five (5) years.
Pursuant to the new non-cancelable lease, the annual lease rental rate for each
of the five years is approximately $79,000, $83,000, $87,000, $93,000 and
$97,000. In addition, the Company bears its allocable portion of the property's
common area maintenance which cannot exceed 106% of the previous years' common
area maintenance charge.

5.   Stockholders' Equity

The Company's Board of Directors adopted and the Company's stockholders approved
the Transition Analysis Component Technology, Inc. 1997 Stock Option Plan (the
"Plan"). Under the Plan, options to purchase up to 60,000 shares of Company
common stock are available for grant from time to time for key employees of and
consultants to the Company. No options have been granted under the Plan.

In connection with the Distribution, the Company amended its Certificate of
Incorporation to increase its authorized capital to 10,000,000 shares of capital
stock, of which 5,000,000 shares are designated as common stock, $.01 par value,
and 5,000,000 shares as preferred stock, $.01 par value.

6.   Related Parties

The Company has been allocated a portion of Zing's corporate administrative
expenses which amounted to $100,000 in fiscal 1997 and $75,000 in fiscal 1996
and are included in selling, general and administrative expenses.

The President and Chief Executive Officer of the Company (also an officer of
Zing) has an employment agreement expiring on June 30, 2000, entitling him to a
salary of $80,000 per annum. There is no contractual entitlement to any bonus.

The Executive Vice President and General Manager has an employment agreement
expiring on May 1, 1999, entitling him to a base salary of $120,000 per annum
plus five percent (5%) of the Company's collected revenues, except that for
revenues attributable to another commissioned member, the commission rate is two
and one-half percent.

In December 1996, Zing loaned $100,000 to the Company's Executive Vice President
in exchange for his secured promissory note. The promissory note, which matured
on June 29, 1997, was secured by a first priority security interest in all of
his shares of common stock of the Company. In fiscal 1997, $46,000 was repaid
and the balance of $54,000 remains outstanding as an advance to such executive
from Zing.


                                       22

<PAGE>

                 Transition Analysis Component Technology, Inc.

                    Notes to Financial Statements (continued)


7.   Contingencies

Pursuant to an indemnification agreement entered into between the Company and
Zing in connection with the distribution by Zing of its TACTech shares of Common
Stock to Zing's stockholders (the "Distribution"), the Company agreed to
indemnify and save harmless Zing and its directors, officers, employees, agents
and/or affiliates for any claims incurred or suffered, directly or indirectly,
by them resulting from or attributable to, among other things (i) the operation
of the Company from and after the Distribution (ii) any claim, suit or other
type of proceeding based upon, arising out of or in connection with the
operation of the Company's business (other than Zing's business) prior to the
Distribution, and (iii) any claims, suit or other type of proceeding based upon
arising out of or in connection with any information concerning the Company in
the Prospectus relating to the Distribution or any information furnished by the
Company concerning the Company for inclusion in such Prospectus. Although the
Company is not aware of any pending or threatened material liability for which
it anticipates becoming obligated to make payments in connection with its
obligations to indemnify the Zing, there can be no assurance that such
indemnification obligations could not arise or that such indemnification
obligations would not be material to the Company. Under the Indemnification
Agreement, Zing is required to indemnify the Company in certain circumstances,
which obligation may counterbalance the indemnification obligations owed by the
Company to Zing.

The net assets transferred at June 30, 1997 in TACTech were as follows:

<TABLE>
<CAPTION>
          <S>                                         <C>       
          Current Assets                              $  671,000
          Non-Current Assets                          $  190,000
          Liabilities                                 $ (401,000)
                                                      ----------
          Net Assets                                  $  460,000
                                                      ==========
</TABLE>

8.   Subsequent Events

On August 28, 1997, the Company entered into a $1,500,000 revolving credit
facility with a commercial bank (the "Bank") to be used for working capital and
equipment acquisitions. The facility has a three year term and is guaranteed by
Zing. Interest on all borrowings is at a variable rate tied to the Bank's prime
rate. All of the Company's personal property collateralizes borrowings under
such facility.

On September 22, 1997, the Company issued 44,904 shares of its common stock for
all the issued shares of Research Analysis Corporation ("RAC"). In addition,
each of the two RAC selling shareholders received three-year employment
agreements with the Company and stock options. Each employment agreement
provides for an annual base salary and certain employee benefits up to an
aggregate of $200,000; and an incentive bonus up to $100,000 annually, measured
by the Company achieving certain targeted sales goals.


                                       23

<PAGE>

                 Transition Analysis Component Technology, Inc.

                    Notes to Financial Statements (continued)


8.   Subsequent Events (continued)

Options to purchase 44,904 shares of the Company common stock in the aggregate
were also granted to the RAC selling shareholders at an exercise price of $3.00
per share which vest over a three-year period at the rate of 14,968 per year.
The right to exercise these options is subject to incremental vesting as (and
if) the Company achieves certain targeted sales goals. These options were not
granted pursuant to the Company's 1997 Option Plan.

The Company believes that it can achieve synergies as a result of the
application of RAC's search engine technology (which accounted for approximately
65% of RAC's revenues in RAC's 1997 fiscal year) to the Company's military and
commercial systems componentry data bases and search engine technology, and that
the RAC acquisition should enable the Company to offer improved data retrieval
services to the Company's customers.

A summary RAC balance sheet and operations data as of August 31, 1996 and for
the RAC fiscal year then ended is as follows:

Unaudited Balance Sheet Data

<TABLE>
<CAPTION>
<S>                                                                  <C>       
Current assets....................................................   $  232,000
Non current assets................................................        9,000
                                                                     ----------
Total assets......................................................      241,000
Current liabilities...............................................       92,000
                                                                     ----------
Shareholders' equity..............................................   $  149,000
                                                                     ==========

Unaudited Operations Data

Revenues      ....................................................   $  668,000
                                                                     ----------
Direct Costs......................................................      405,000
Selling, general and administrative expenses......................      266,000
                                                                     ----------
Net loss..........................................................   $   (3,000)
                                                                     ==========
</TABLE>

The RAC acquisition was accounted for pursuant to the purchase method of
accounting and is effective as of September 1, 1997.


                                       24

<PAGE>

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

     None.


                                    PART III

To be filed by amendment on Form 10-KSB on or before the 120th day following the
end of the Company's most recently completed fiscal year.


                                       25

<PAGE>

                                     PART IV

ITEM 13 -  EXHIBITS LIST AND REPORTS ON FORM 8-K

     The following exhibits are filed with this registration statement, and this
list constitutes the exhibit index.

     (a)   Exhibits List.
<TABLE>
<CAPTION>
Exhibit No.                             Description
-----------                             -----------
  <S>          <C>
  3.1          Form of Certificate of Incorporation (amended/restated - Delaware)*
  3.2          Form of By-laws (amended/restated)*
  4            Common Stock Certificate*
  10.1         Malcolm Baca Employment Contract*
  10.2         Robert E. Schrader Employment Contract*
  10.4         Indemnification Agreement*
  10.6         Option Plan*
  10.7         Escrow and Distribution Agreement*
  10.8         Merger Agreement and Plan of Reorganization among the Company, Research
               Analysis Corporation, Research Technology Analysis Corp., Bruce L. Blackford
               and Jeff Hanser, dated as of September 1, 1997.
  10.9         Option Agreement dated September 22, 1997 between the Company and Jeff
               Hanser.
  10.10        Option Agreement dated September 22, 1997 between the Company and Bruce
               L. Blackford
  10.11        Employment Agreement dated as of September 1, 1997 between the Company
               and Jeff Hanser
  10.12        Employment Agreement between the Company and Bruce L. Blackford dated as
               of September 1, 1997
  10.13        Credit Agreement between the Company and Fleet Bank dated August 28, 1997
  10.14        Commercial Purpose Master Note from the Company in favor of Fleet Bank
               dated August 28, 1997.
  10.15        Security Agreement between Fleet Bank and the Company dated August 28, 1997.
  11           Statement Re: Computation of Per Share Earnings. (See Note 1 to Financial 
               Statements on Page 20 of this Report).
  27           Financial data schedule
  99.1         Letter Agreement, dated July 7, 1995 between Transition Analysis Component
               Technology, Inc. and Arrow Electronics, Inc.*
  99.2         Form of License Agreement and Rider to Agreement, dated May 19, 1993
               between Transition Analysis Component Technology, Inc. and Arrow Electronics,
               Inc.*
</TABLE>

(b) Reports on Form 8-K - Not Applicable

---------------------------------
* Incorporated by reference from the Company's Registration Statement on Form
  SB-1 (No. 333-20709).


                                       26

<PAGE>

                                   SIGNATURES

         Pursuant to the requirement of Section 13 or 15(d) of Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized on the 6th day of
October, 1997.

                                 Transition Analysis Component Technology, Inc.


                                 By: /s/ Robert E. Schrader
                                     ------------------------------------------
                                         Robert E. Schrader
                                         President, Chief Executive Officer and
                                           Chairman of the Board


         Each person whose signature appears below constitutes and appoints
Robert E. Schrader and Martin S. Fawer, or either of them, each with the power
of substitution, his or her true and lawful attorney-in-fact to sign any
amendments to this report and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each said attorney-in-fact, or his or
her substitute, may do or choose to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
       Signature                        Title                                Date
       ---------                        -----                                ----
<S>                            <C>                                     <C>
/s/ Robert E. Schrader         President, Chief Executive              October 6, 1997
---------------------------    Officer and Chairman of the Board
Robert E. Schrader             (Principal Executive Officer)
                               

/s/ Martin S. Fawer            Treasurer and Director                  October 6, 1997
---------------------------    (Principal Financial Officer)
Martin S. Fawer


/s/ Deborah J. Schrader        Secretary and Director                  October 6, 1997
---------------------------
Deborah J. Schrader
</TABLE>


                                       27