SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

(Mark One)

|X|   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934.

      For the quarterly period ended September 30, 2000.

|_|   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934.

      For the transition period from ______________to ______________.

                           Commission File No. 0-1921

                               POWER DESIGNS INC.
--------------------------------------------------------------------------------
           (Name of Small Business Issuer as specified in its charter)

            Delaware                                        11-1708714
       ------------------                                ----------------
(State or other jurisdiction of                  (I.R.S. Employer Identificatio
nincorporation or organization)                   Number)

14 Commerce Drive, Danbury, Connecticut                        06810
----------------------------------------                       -----
(Address of principal executive offices)                     (Zip Code)

                                 (203) 748-7001
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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


                                       1
<PAGE>

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Sections 12, 13 and 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.

                                 Yes |X| No |_|

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                        2,391,493 as of November 17, 1998

Transitional Small Business Issuer Format (check one):

                                 Yes |_| No |X|


                                       2
<PAGE>

                               POWER DESIGNS, INC.
          FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                                      INDEX

PART I - FINANCIAL INFORMATION                                          PAGE NO.

Item 1.     FINANCIAL STATEMENTS

            Consolidated Balance Sheets as of
            September 30, 2000 and 1999..................................   5

            Consolidated Statements of Operations for
            the three months ended September 30, 2000 and 1999...........   6

            Consolidated Statements of Changes
            in Stockholders' Deficit for the three months ended
            September 30, 2000 and 1999..................................   7

            Consolidated Statements of Cash Flows for
            the three months ended September 30, 2000 and 1999............  8

            Notes to Consolidated Financial Statements....................  9
 .
Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS.................................................... 13

PART II - OTHER INFORMATION

Item 3.     DEFAULTS ON SENIOR SECURITIES................................. 17
Item 6.     EXHIBITS AND REPORTS ON FORM 8-K.............................. 18

Signatures................................................................ 19


                                       3
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


                                       4
<PAGE>

                               POWER DESIGNS, INC.

                           Consolidated Balance Sheets
                                   (Unaudited)

                           September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                              2000            1999
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
 ASSETS

Current Assets:
 Cash                                                                     $    101,850    $    118,200
 Accounts receivable, less allowance for doubtful accounts                     415,127         376,786
 Inventories                                                                   928,495         746,846
 Prepaid expenses                                                               38,217          31,557
                                                                          ------------    ------------
    Total current assets                                                     1,483,689       1,273,389
                                                                          ------------    ------------

Equipment and Leasehold Improvements, net                                      231,517         357,440

Other Assets                                                                   156,009         164,937
                                                                          ------------    ------------

    Total assets                                                          $  1,871,215    $  1,795,766
                                                                          ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
 Debtor in possession facility                                            $    245,000    $    245,000
 Advances under factoring agreement                                             31,079          38,860
 Accounts payable                                                              380,806         159,120
 Accrued expenses                                                               92,833         173,958
 Accrued legal fees                                                              9,262         132,751
 Accrued interest                                                                4,027           4,027
                                                                          ------------    ------------
    Total current liabilities                                                  763,007         753,716
                                                                          ------------    ------------

Long-Term Liabilities
 Liabilities subject to compromise                                          18,807,248      17,346,647
                                                                          ------------    ------------

    Total liabilities                                                       19,570,255      18,100,363
                                                                          ------------    ------------

Stockholders' Deficit
 Common stock , $.0001 par value, 10,000,000 shares authorized                     240             240
 2,391,493 shares issued and outstanding at September 30, 2000 and 1999
 Preferred stock, $.01 par value, 1,000,000 shares authorized;                   3,167           3,167
 316,743 shares issued and outstanding at September 30, 2000  and 1999
 Additional paid-in capital                                                  1,382,807       1,382,807
 Accumulated deficit                                                       (19,085,254)    (17,690,811)
                                                                          ------------    ------------

    Total stockholders' deficit                                            (17,699,040)    (16,304,597)
                                                                          ------------    ------------

    Total liabilities and stockholders' deficit                           $  1,871,215    $  1,795,766
                                                                          ============    ============
</TABLE>


                                       5
<PAGE>

                               Power Designs, Inc.

                      Consolidated Statements of Operations
                                   (Unaudited)

             For The Three Months Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                            3 months ended        3 months ended
                                                          September 30, 2000    September 30, 1999
                                                          ------------------    ------------------
<S>                                                           <C>                  <C>
Net Sales                                                     $   729,828          $   823,912

Cost of Sales                                                     457,268              502,397
                                                              -----------          -----------

              Gross profit                                        272,560              321,515
                                                              -----------          -----------

Operating Expenses
     Selling, general and admin. expense                          191,844              196,497
     Research and development                                      42,112               43,134
     Depreciation and amortization                                  7,641                8,791
                                                              -----------          -----------
                                                                  241,597              248,422
                                                              -----------          -----------

              Income before other income
              (expense) and reorganization items                   30,963               73,093
                                                              -----------          -----------

Other income (expense):
  Investment income                                                35,840                   --
  Interest expense                                               (384,175)            (388,967)
  Other                                                               (47)              (9,600)
                                                              -----------          -----------
              Other expense                                      (348,382)            (398,567)
                                                              -----------          -----------

              Loss before reorganization items                   (317,419)            (325,474)

Reorganization items                                               45,645                4,000
                                                              -----------          -----------

              Net loss                                        $  (363,064)         $  (329,474)
                                                              ===========          ===========

Weighted average number of common
shares outstanding                                              2,391,493            2,391,493
                                                              ===========          ===========

Net loss per common share                                     $     (0.15)         $     (0.14)
                                                              ===========          ===========
</TABLE>


                                       6
<PAGE>

                               POWER DESIGNS, INC.

           Consolidated Statements of Changes in Stockholders' Deficit
                                   (Unaudited)

             For The Three Months Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                           Common Stock                                    Preferred Stock
                                  -----------------------------     ---------------------------------------------------------------
                                                                                                                        Additional
                                     Shares            Par             Shares            Par            Paid In         Accumulated
                                     Issued           Value            Issued           Value           Capital           Deficit
                                  -----------------------------     ---------------------------------------------------------------

<S>                                  <C>           <C>                   <C>         <C>              <C>              <C>
Balance, June 30, 1999               2,391,493     $        240          316,743     $      3,167     $  1,382,807     $(17,361,337)

Net loss                                    --               --               --               --               --         (329,474)
                                  ------------     ------------     ------------     ------------     ------------     ------------

Balance, September 30, 1999          2,391,493     $        240          316,743     $      3,167     $  1,382,807     $(17,690,811)
                                  ============     ============     ============     ============     ============     ============

Balance, June 30, 2000               2,391,493     $        240          316,743     $      3,167     $  1,382,807     $(18,722,190)

Net Loss                                    --               --               --               --               --         (363,064)
                                  ------------     ------------     ------------     ------------     ------------     ------------

Balance, September 30, 2000          2,391,493     $        240          316,743     $      3,167     $  1,382,807     $(19,085,254)
                                  ============     ============     ============     ============     ============     ============
</TABLE>


                                       7
<PAGE>

                               POWER DESIGNS, INC.

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

             For The Three Months Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                             3 months ended        3 months ended
                                                                           September 30, 2000    September 30, 1999
                                                                           ------------------    ------------------
<S>                                                                             <C>                  <C>
Cash Flows From Operating Activities
  Net loss                                                                     $(363,064)           $(329,474)
  Adjustments to reconcile net loss to net cash provided by
     operating activities
        Depreciation and amortization                                              36,661               37,932
        Reorganization items                                                       45,645                4,000
        Changes in operating assets and liabilities:
               Decrease in accounts receivable                                     51,621               48,503
               Increase in inventories                                           (105,931)             (35,972)
               Decrease in prepaid expenses                                        13,907               12,646
               Decrease in other assets                                            21,806                   --
               Increase in accounts payable and accrued expenses                  340,606              421,513
                                                                                ---------            ---------
                    Net cash provided by operating activities
                       before reorganization items                                 41,251              159,148
                                                                                ---------            ---------

Reorganization items
    Reorganization items paid                                                     (17,787)              (4,000)
                                                                                ---------            ---------
                    Net cash provided by operating activities                      23,464              155,148

Cash Flows From Financing Activities
       Advances (repayments) under factoring agreement                             31,079              (90,343)
                                                                                ---------            ---------
                    Net cash provided by (used in) financing activities            31,079              (90,343)
                                                                                ---------            ---------

                    Net increase in cash                                           54,543               64,805

Cash beginning of period                                                           47,307               53,395
                                                                                ---------            ---------

Cash end of period                                                              $ 101,850            $ 118,200
                                                                                =========            =========
</TABLE>


                                       8
<PAGE>

POWER DESIGNS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 and 1999
--------------------------------------------------------------------------------

Note 1. Basis of Presentation

The consolidated financial statements included herein have been prepared by
Power Designs, Inc. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission applicable to a going
concern. These rules assume that assets will be realized and liabilities will be
discharged in the normal course of business. The Company and its wholly-owned
subsidiary filed petitions for relief under Chapter 11 of the United States
Bankruptcy Code ("Chapter 11") on January 22, 1998 (the "Filing"). The Debtors
are presently operating their business as debtors-in-possession subject to the
jurisdiction of the United States Bankruptcy Court for the Bridgeport District
of Connecticut (the "Bankruptcy Court").

Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
management of the Company believes that the disclosures are adequate to make the
information presented not misleading. These consolidated financial statements
should be read in conjunction with the notes thereto. In the opinion of the
management of the Company, the consolidated financial statements include all
adjustments, consisting of only normal recurring adjustments, necessary to
fairly present the results for the interim periods to which these financial
statements relate.

The results of operations for the three months ended September 30, 2000 are not
necessarily indicative of the results to be expected for the full year.

The consolidated statements of operations for the periods ended September 30,
2000 and September 30, 1999 include the operations of PDIXF Acquisition
Corporation for these same periods respectively.

Note 2. - Petition for Relief Under Chapter 11

In the Chapter 11 case, substantially all liabilities as of the date of the
Filing are subject to resolution under a plan of reorganization to be voted upon
by the Debtors' creditors and stockholders and confirmed by the Bankruptcy
Court. Schedules have been filed by the Debtors with the Bankruptcy Court
setting forth the assets and liabilities of the Debtors as of the Filing as
shown by the Debtors' accounting records. Differences between amounts shown by
the Debtors and claims filed by creditors will be investigated and reconciled.
The amount and settlement terms for such disputed liabilities are subject


                                       9
<PAGE>

to allowance by the Bankruptcy Court. Ultimately the adjustment of the total
liabilities of the Debtors remains subject to a Bankruptcy Court approved plan
of reorganization, and, accordingly, the amount of such liabilities is not
presently determinable.

Under the Bankruptcy Code, the Debtors may elect to assume or reject real estate
leases, employment contracts, personal property leases, service contracts and
other executory pre-petition contracts, subject to Bankruptcy Court approval.
The Debtors continue to review leases and contracts, as well as other
operational changes, and cannot presently determine or reasonably estimate the
ultimate outcome of, or liability resulting from, this review. Claims secured
against the Debtors' assets ("secured claims") also are stayed, although the
holders of such claims have the right to move the Court for relief from the
stay. Secured claims are secured primarily by liens on the Debtor's machinery,
equipment and accounts receivable.

Note 3. Liabilities Subject to Compromise

Liabilities subject to compromise are as follows:

Notes payable - affiliated companies                              $ 7,015,553(a)
Notes payable - preferred shareholders                              1,087,415(a)
Notes payable - seller of assets acquired                             990,000(a)
Notes payable - others                                              2,266,500
Accounts payable                                                    2,394,099
Accrued expenses                                                      349,925
Accrued interest                                                    4,372,298
Capital lease obligation                                              142,872(a)
Payables related to 1994 reorganization including
  accrued interest                                                    188,586
                                                                  -----------
Total                                                             $18,807,248
                                                                  ===========

(a)   Notes payable to affiliated companies, preferred shareholders and seller
      of assets acquired, as well as capital lease obligations, include secured
      debt, which should be considered, due to various factors, subject to
      compromise. The Amended Plan of Reorganization filed August 22, 2000
      provides for the continuance of allowed secured claims of $1,800,000
      against outstanding secured notes of $9,092,968. As a result of this
      compromise, the Debtor has accrued interest on these, as well as other
      secured obligations through June 30, 2000. Additional interest in the
      amount of $371,138 on these secured obligations was accrued for the three
      months ended September 30, 2000.


                                       10
<PAGE>

Note 4. Operating Cash Receipts and Payments

The following schedule depicts the operating cash receipts and payments for the
post-petition period of July 1, 2000 through September 30, 2000.

Cash flows from operating activities:
  Cash received from customers                                        $ 783,841
  Cash paid to suppliers and employees                                 (790,444)
  Interest paid                                                         (12,398)
                                                                      ---------

    Net cash used in operating activities before
      reorganization items                                              (19,001)
                                                                      ---------

  Operating cash flows from reorganization items:
  Professional fees paid for services in connection with
    the Chapter 11 proceeding                                           (17,787)
                                                                      ---------
     Net cash used in reorganization items                              (17,787)
                                                                      ---------
     Net cash used in operating activities                              (36,788)
                                                                      ---------

Cash flows from investing activities:
    Distributions from limited partnership                               60,252
                                                                      ---------

     Net cash provided by investing activities                           60,252
                                                                      ---------

Cash flows from financing activities:
  Net borrowings under post-petition
  short-term credit facility                                             31,079
                                                                      ---------
     Net cash provided by financing activities                           31,079
                                                                      ---------
     Net increase in cash                                                54,543

Cash

  Beginning                                                              47,307
                                                                      ---------
  Ending                                                              $ 101,850
                                                                      =========


                                       11
<PAGE>

Note 5. Significant Events

On May 12, 1998 a Plan of Reorganization was filed by the debtors with the
Office of the U.S. Trustee. Negotiations pertaining to the specifics of the Plan
of Reorganization among the creditors committee(s) and the debtor resulted in an
Amended Plan of Reorganization, which was filed on November 24, 1999 and a
Second Amended Plan of Reorganization which was filed on August 22, 2000. The
confirmation date for the plan of reorganization has been continued from time to
time by the court, as settlement negotiations continue between the debtors and
their creditor constituencies.

Note 6. Enterprise Wide Disclosures

The following table presents revenues from external customers for each of the
Company's groups of products for the quarters ended September 30, 2000 and 1999:

                                                        2000              1999
                                                      --------------------------
Military power supplies                               $458,668          $398,853
Variable autotransformers                              179,093           295,626
Linear power supplies                                   76,097            57,970
Service support                                         15,970            71,463
                                                      --------------------------
                                                      $729,828          $823,912
                                                      ==========================


                                       12
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations.

      Current Developments

            During the first quarter of fiscal year 2001, the issuer, as
Debtors-in-Possession, have continued operations on a limited scale. Pursuant to
a court order, the issuer retained The Vantage Partners LLC, a management
consulting firm, who, together with Melvin A. Becker, Vice President of
Operations, continue to comprise existing senior management. Approximately
twenty eight individuals are presently employed in the production of the three
remaining product lines. Since that time, management's efforts have been
concentrated in the following areas: restoring customer relationships,
streamlining operating costs, improving manufacturing quality and material
procurement efficiencies, and re-establishing credit availability with vendors
and suppliers.

      The company has successfully resolved issues of material procurement with
key suppliers and reinstated deteriorating relationships with distributors and
customers. Liquidity has been improved by increased shipping levels and a
concentrated effort on credit and collection issues with all customers. Despite
increased marketing efforts in the areas of product literature development,
internet advertisement, and sales representative solicitation, a general decline
in military spending has resulted in a reduction in product orders during the
first fiscal quarter of 2001. At this writing, both military and commercial
orders for product fail to exhibit stable levels of predictability. Open sales
orders at September 30, 2000 total $268,440.

      To combat a declining flow of new orders for military product, the issuer
has initiated steps to expand the sale of its off-the-shelf autotransformer and
laboratory power supply products. In addition to various advertising measures
and several additions to its internal sales force, the issuer has likewise
retained the services of various outside sales consultants and manufacturer's
representatives in an effort to expand the customer base and increase product
revenue. Contemporaneously, a new homepage has been uploaded to the Internet
domain, www.powerdesigns.com. This website currently displays an overview of the
linear, military and autotransformer product lines. While these efforts are
focused on generating increased commercial order levels, there are, however, no
assurances that the issuer will be able to effectuate these measures, or that
such measures will produce the desired results.

      Coupled with overhead cost containment measures, the issuer has also
completed an engineering effort to redesign certain products in its linear power
supply family. These new designs should prove easier and more cost effective to
manufacture, as well as provide a greater range of product features and
reliability. To date, orders for this family of products continue to languish
below the issuer's expectations. Current initiatives to expand the market share
include competitive product analysis and re-pricing, coupled with a redirection
of product from the distribution channel to direct customer sales.

      On May 12, 1998 the Issuer and its wholly-owned subsidiary, PDIXF
Acquisition


                                       13
<PAGE>

Corporation, filed a Plan of Reorganization with the Office of the U.S. Trustee.

      The Plan is a proposal of Power Design Inc. and PDIXF to their Creditors
and holders of Equity Interests. The Plan is the product of discussions with the
Debtors' senior secured creditor, Inverness, which has agreed to support the
Plan. The Plan undertakes to resolve all secured claims, administrative claims,
priority claims, unsecured claims and equity interests. The Debtors believe that
the distributions to be made, pursuant to the terms of this Plan, will produce
for Creditors not less than they would receive if the Debtors' cases were
converted to cases under Chapter 7 of the Code, the Debtors' assets liquidated
and appropriate distributions therein were made as required by the Code.

      A copy of the Plan of Reorganization for Power Designs, Inc. and PDIXF
Acquisition Corporation has been attached as an exhibit to the Form 10-QSB for
the period ended March 31, 1998. Ongoing negotiations between the Debtors and
various creditor committee constituencies resulted in an Amended Plan of
Reorganization, which was filed on November 24, 1999 and has been attached as an
exhibit to the Form 10-KSB for the period ended June 30,1999.

      The amended plan provides for the cancellation of all existing equity
interests, and the issuance of 2,000,000 new common shares to be divided among
Inverness Corporation, Hayes Corporation, and certain unsecured creditors.
Approximately $1.8 million of secured debt is proposed to remain
post-confirmation and will bear interest at 10% annually. Administrative claims,
priority tax claims, and employee priority claims will be paid in accordance
with the terms negotiated with the claimants, or in certain cases, those
provided by law. Certain unsecured claims of PDIXF Acquisition Corporation will
receive a 5% cash settlement in full satisfaction of their outstanding claims.
All remaining claims will be deemed unsecured non-priority claims, and their
holders will receive a proportionate number of common shares in the reorganized
corporation.

      A Second Amended Plan of Reorganization for Power Designs, Inc. and PDIXF
Acquisition Corporation was filed with the Office of the U.S. Trustee on August
22, 2000. This amendment modifies repayment terms for allowed federal and state
employee and tax claims, and modifies certain releases and indemnification
granted to third party affiliates of the issuer. The Second Amended Plan of
Reorganization has been attached as an exhibit to the Form 10-KSB for the period
ended June 30, 2000.

      A settlement hearing on the amended plan has been continued from time to
time by the court. Prior to confirmation of the plan, management of the issuer
anticipates the resolution of any remaining creditor objections, and all
corresponding plan amendments resulting from those resolutions. Should the
amended plan not be confirmed, there is significant probability that the case
may be converted to a Chapter 7 case. In the instance of a conversion to a
Chapter 7 liquidation, there is little likelihood of any value remaining to
satisfy the existing equity interests of the Debtors.


                                       14
<PAGE>

      Liquidity and Capital Resources

      Pursuant to a court order, the issuer, as debtor-in-possession, has
entered into a financing agreement with Venture Partners Ltd., as agent, to
borrow working capital, up to a maximum of $400,000. The terms of this agreement
call for interest at 20% and a term of 120 days. This debt is collateralized
firstly by the machinery and equipment of the issuer, and secondarily by its
accounts receivable. A total of $245,000 is presently outstanding on this loan.
As of this date, this indebtedness was not paid in full, thereby placing the
issuer in default. As of this date, no demand for repayment has been made and
all interest payments are current. There are no renewal negotiations pending.

      Similarly, the issuer, pursuant to a court order, has entered into a
receivable factoring agreement with Porter Capital Corporation ("Porter"),
whereby trade receivables are sold to Porter at 94% of face value. A 4% and 2%
rebate is returned to the issuer if the receivable is collected within 60 and 90
days respectively. Fees to Porter include a minimum of 2% of the face amount of
the receivables factored, and an annual interest rate of prime on the
outstanding amount advanced. Collateral for this obligation comprises the
factored receivables, with a secondary lien on the machinery and equipment of
the issuer. In September of 1998 the initial six-month term had elapsed and the
right to extend the agreement for a period of one year had been exercised. With
this renewal the before mentioned agreement has been modified to a minimum fee
of 2.5% for receivables collected within 60 days and an additional 1% for each
additional 15 days outstanding to a maximum of 90 days. At September 30, 2000
the issuer had $31,079 in outstanding advances under this factoring agreement.

      The issuer currently has a net stockholders' deficit of approximately
$17,700,000, meaning that amounts owed to its creditors exceed the issuer's
assets.

      Results of Operations

      First quarter of fiscal 2001 versus first quarter of fiscal 2000.

      Net sales decreased by 11.5% to $729,828 for the quarter ended September
30, 2000 as compared with $823,912 for the same period in 1999.

      Similarly, gross profit decreased from $321,515 for the first quarter in
fiscal 2000 to $272,560 for the same quarter in fiscal 2001. The resulting
decrease was primarily due to the overall decline in new product orders in the
commercial autotransformer product line. Cost of sales decreased correspondingly
from $502,397 for the first quarter of fiscal 2000 to $457,268 for the same
period in fiscal 2001. A substantial portion of the sustained performance is due
to the mix of core product sold in the first fiscal quarter, concentrating more
predominantly on military and linear power supply sales rather than on
autotransformer sales. Quarterly interest and other expense decreased from
$398,567 as of September 30, 1999 to $348,382 as of September 30, 2000 primarily
as the result of a one-time receipt of investment income related to a New York
limited partnership interest owned by the issuer. Continued overhead curtailment
contributes to the modest decrease in operating expenses from $248,422 for the
quarter ending September 30, 1999 as compared to


                                       15
<PAGE>

$241,597 for the quarter ended September 30, 2000. As a result of these
conditions, the net loss for the three months ended September 30, 2000 is
$363,064, as compared to $329,474 for the same period in fiscal 2000.

      It is the intention of the present management of the issuer to concentrate
its resources on the production of its existing three product lines, to reduce
operating and occupancy costs where possible, to improve marketing strategies
and further customer relationships, and to replace the debtor-in-possession
financing with less costly conventional debt instruments upon confirmation of a
plan of reorganization. However, there can be no assurances that the issuer will
be able to obtain such additional debt financing, or be successful at
streamlining and improving operating results.

      Certain statements contained in this Item 2 regarding matters that are not
historical facts, including, among others, statements regarding the future
adequacy of the issuer's working capital, its ability to raise capital through
debt or equity offerings, its ability to maintain or improve its present cash
flow, are "forward-looking statements". Such forward-looking statements involve
risks and uncertainties, which may cause the actual results, performance or
achievements of the issuer to be materially different from any future results,
performance or achievements, express or implied by such forward-looking
statements.

      These forward-looking statements are identified by their use of forms of
such terms and phrases as "expects," "intends," "goals," "estimates,"
"projects," "plans," "anticipates," "should," "future," "believes," and
"scheduled". The variables which may cause differences include, but are not
limited to, the following: general economic and business conditions;
competition; success of operating initiatives; operating costs; advertising and
promotional efforts; the existence or absence of adverse publicity; changes in
business strategy or development plans; the ability to retain management;
availability, terms and deployment of capital; business abilities and judgement
of personnel; availability of qualified personnel; labor and employee benefit
costs; availability and costs of raw materials and supplies; and changes in, or
failure to comply with, government regulations. Although the issuer believes
that the assumptions underlying the forward-looking statements contained herein
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the forward-looking statements included in this filing
will prove to be accurate. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the issuer or any
other person that the objectives and expectations of the issuer will be
achieved.


                                       16
<PAGE>

                           PART II. OTHER INFORMATION

Item 3. Defaults Upon Senior Securities

      As of this date the principal amount of the Venture Partners Ltd., as
agent indebtedness described at Part I, Item 2 above was not paid in full,
thereby placing the issuer in default. As of this date no demand for repayment
has been made and all interest payments are current. There are no renewal
negotiations pending.


                                       17
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

(10) Material Contracts

(i)   Plan of Reorganization for Power Designs, Inc. and PDIXF Acquisition
      Corporation

            (incorporated by reference to Exhibit 10(xv) to Form 10-KSB for the
            fiscal year ended June 30, 1998)

(ii)  Disclosure Statement for the Plan of Reorganization for Power Designs,
      Inc. and PDIXF Acquisition Corporation

            (incorporated by reference to Exhibit 10(xv) to Form 10-KSB for the
            fiscal year ended June 30, 1998)

(iii) Amended Plan of Reorganization for Power Designs, Inc. and PDIXF
      Acquisition Corporation

            (incorporated by reference to Exhibit 10(v) to Form 10-KSB for the
            fiscal year ended June 30, 1999)

(iv)  Disclosure Statement for the Amended Plan of Reorganization for Power
      Designs, Inc. and PDIXF Acquisition Corporation

            (incorporated by reference to Exhibit 10(vi) to Form 10-KSB for the
            fiscal year ended June 30, 1999)

(v)   Second Amended Plan of Reorganization for Power Designs, Inc. and PDIXF
      Acquisition Corporation

            (incorporated by reference to Exhibit 10(vi) to Form 10-KSB for the
            fiscal year ended June 30, 2000)

(27)  Financial Data Schedules

(i)   Financial Data Schedules


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<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: November 14, 2000                   POWER DESIGNS, INC.
      Danbury, Connecticut                (Registrant)


                                          By: /s/ Melvin A. Becker
                                              ----------------------------------
                                              Melvin A. Becker
                                              Secretary


                                          By: /s/ Anthony F. Intino II
                                              ----------------------------------
                                              Anthony F. Intino II
                                              Chief Financial Officer


                                       19