<PAGE>





                       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 December 31, 1999.

/ / 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 Identification
incorporation 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                    NO     X
---                         ----


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

<PAGE>

                   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                 No  X
            ----               ----

                    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 DECEMBER 31, 1999

                                      INDEX

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                             PAGE NO.

<S>            <C>                                                         <C>
Item 1.        FINANCIAL STATEMENTS

               Condensed Consolidated Balance Sheet as of
               December 31, 1999 and 1998..................................5

               Condensed Consolidated Statement of Operations for
               the six months ended December 31, 1999 and 1998.............6

               Condensed Consolidated Statement of Changes
               in Stockholders' Deficit for the six months ended
               December 31, 1999 and 1998..................................7

               Condensed Consolidated Statement of Cash Flows for
               the six months ended December 31, 1999 and 1998.............8

               Notes to Condensed Consolidated Financial Statements........9
 .
Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITIONS AND RESULTS OF
               OPERATIONS..................................................14

PART II - OTHER INFORMATION

Item 3.        DEFAULTS ON SENIOR SECURITIES...............................18
Item 6.        EXHIBITS AND REPORTS ON FORM 8-K............................19

Signatures.................................................................20
</TABLE>

                                       3
<PAGE>





                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements













                                       4
<PAGE>

                               POWER DESIGNS, INC.

                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

                           December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                     1999             1998
                                                                     ----             ----
<S>                                                              <C>             <C>
  ASSETS

Current Assets:
 Cash                                                            $    245,238    $     95,698
 Accounts receivable, less allowance for doubtful accounts            286,923         563,325
 Inventories                                                          768,981         814,100
 Prepaid expenses                                                      50,039          24,773
                                                                 ------------    ------------
    TOTAL CURRENT ASSETS                                            1,351,181       1,497,896
                                                                 ------------    ------------

Equipment and Leasehold Improvements, net                             324,275         467,299
                                                                 ------------    ------------

Other Assets:
 Other assets                                                         164,937         164,937
                                                                 ------------    ------------
                                                                      164,937         164,937
                                                                 ------------    ------------

    TOTAL ASSETS                                                 $  1,840,393    $  2,130,132
                                                                 ============    ============


LIABILITIES AND STOCKHOLDERS'
             DEFICIT

Current Liabilities
 Debtor in possession facility                                   $    245,000    $    245,000
 Advances under factoring agreement                                        --         311,581
 Accounts payable                                                     168,400         105,695
 Accrued expenses                                                     169,667         110,242
 Accrued legal fees                                                   145,771         127,250
 Accrued interest                                                       4,027           4,162
                                                                 ------------    ------------
    TOTAL CURRENT LIABILITIES                                         732,865         903,930
                                                                 ------------    ------------

Long-Term Liabilities
 Liabilities subject to compromise                                 17,722,095      16,459,701
                                                                 ------------    ------------
                                                                   17,722,095      16,459,701
                                                                 ------------    ------------

    TOTAL LIABILITIES                                              18,454,960      17,363,631
                                                                 ------------    ------------

Stockholders' Deficit
 Common stock , $.0001 par value. 10,000,000 shares authorized            240             240
 2,391,493 shares issued and outstanding at December 31, 1999
 Preferred stock, $.01 par value, 1,000,000 shares authorized;          3,167           3,167
 316,743 shares issued and outstanding at December 31, 1999
 Additional paid-in capital                                         1,382,807       1,382,807
 Accumulated deficit                                              (18,000,781)    (16,619,713)
                                                                 ------------    ------------

    TOTAL STOCKHOLDERS' DEFICIT                                   (16,614,567)    (15,233,499)
                                                                 ------------    ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $  1,840,393    $  2,130,132
                                                                 ============    ============
</TABLE>


                                       5
<PAGE>

                               POWER DESIGNS, INC.

                 Condensed Consolidated Statement of Operations
                                   (Unaudited)

          For The Three and Six Months Ended December 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                         3 months ended      3 months ended      6 months ended     6 months ended
                                                        December 31, 1999   December 31, 1998   December 31, 1999  December 31, 1998

<S>                                                           <C>                 <C>                 <C>               <C>
Net Sales                                                     $   871,559         $   811,194         $ 1,695,471       $ 1,559,769

Cost of Sales                                                     470,527             501,596             972,924           988,821
                                                              -----------         -----------         -----------       -----------

              GROSS PROFIT (LOSS)                                 401,032             309,598             722,547           570,948

Operating Expenses
     Selling, general and admin. expense                          206,347             172,029             402,844           353,196
     Research and development                                      45,295              37,763              88,429            77,531
     Depreciation and amortization                                  8,639               9,023              17,430            17,884
                                                              -----------         -----------         -----------       -----------
                                                                  260,281             218,815             508,703           448,611
              NET PROFIT (LOSS) BEFORE OTHER INCOME
              (EXPENSE) AND REORGANIZATION ITEMS                  140,751              90,783             213,844           122,337
                                                              -----------         -----------         -----------       -----------

Other income (expense):
  Investment income                                                    --               1,265                  --             2,108
  Interest expense                                               (387,842)           (405,281)           (776,809)         (814,262)
  Other                                                              (720)            (34,315)            (10,320)          (66,850)
                                                              -----------         -----------         -----------       -----------
              OTHER EXPENSE                                      (388,562)           (438,331)           (787,129)         (879,004)
                                                              -----------         -----------         -----------       -----------

              NET PROFIT (LOSS) BEFORE REORGANIZATION ITEMS      (247,811)           (347,548)           (573,285)         (756,667)

Reorganization items                                               62,159              57,885              66,159            61,885
                                                              -----------         -----------         -----------       -----------

              NET PROFIT (LOSS)                               $  (309,970)        $  (405,433)        $  (639,444)      $  (818,552)
                                                              ===========         ===========         ===========       ===========


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

Net profit (loss) per share                                   $     (0.13)        $     (0.18)        $     (0.27)      $     (0.34)
                                                              ===========         ===========         ===========       ===========
</TABLE>




                                       6
<PAGE>


                               POWER DESIGNS, INC.

      Condensed Consolidated Statement of Changes in Stockholders' Deficit
                                   (Unaudited)

          For The Three and Six Months Ended December 31, 1999 and 1998


<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, 1998           2,391,493   $  240        316,743   $  3,167   $  1,382,807   $(15,801,161)

Net loss                                --       --             --         --             --       (413,119)

Balance, September 30, 1998      2,391,493      240        316,743      3,167      1,382,807    (16,214,280)

Net loss                                --       --             --         --             --       (405,433)
                                 ---------   ------        -------   --------   ------------   -------------

Balance, December 31, 1998       2,391,493   $  240        316,743   $  3,167   $  1,382,807   $(16,619,713)
                                 =========   ======        =======   ========   ============   =============



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)

Net Loss                                --       --             --         --             --       (309,970)
                                 ---------   ------        -------   --------   ------------   -------------
BALANCE, DECEMBER 31, 1999       2,391,493   $  240        316,743   $  3,167   $  1,382,807   $(18,000,781)
                                 =========   ======        =======   ========   ============   =============
</TABLE>



                                       7
<PAGE>

                               POWER DESIGNS, INC.

                 Condensed Consolidated Statement of Cash Flows
                                   (Unaudited)

               For The Six Months Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                           6 months ended         6 months ended
                                                                          December 31, 1999      December 31, 1998
<S>                                                                              <C>                    <C>
Cash Flows From Operating Activities
  Net profit (loss)                                                              $(639,444)             $(818,552)
  Adjustments to reconcile net loss to net cash used in
     operating activities
        Depreciation and amortization                                               75,675                 75,839
        Reorganization items                                                        66,159                 61,885
        Changes in operating assets and liabilities, net of assets acquired in
             business combination:
               Decrease (increase) in accounts receivable                          138,366                (69,730)
               Decrease (increase) in inventories                                  (58,107)               (47,662)
               Decrease (increase) in prepaid expenses                              (5,836)                 9,717
               Decrease (increase) in other assets                                       -                    (24)
               Increase (decrease) in accounts payable and accrued expenses        801,950                798,415
               Increase (decrease) in payables related to reorganization                 -                      -
                                                                                 ---------              ---------
                    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                       BEFORE REORGANIZATION ITEMS                                 378,763                  9,888
                                                                                 ---------              ---------

Reorganization items
    Reorganization items paid                                                      (53,139)                (8,766)
                                                                                 ---------              ---------
                    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES            325,624                  1,122

Cash Flows From Investing Activities
       Purchase of property and equipment                                           (4,578)                (5,040)
                                                                                 ---------              ---------
                    NET CASH USED IN INVESTING ACTIVITIES                           (4,578)                (5,040)

Cash Flows From Financing Activities
       Advances (repayments) under factoring agreement                            (129,203)                58,254
                                                                                 ---------              ---------
                    NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES           (129,203)                58,254
                                                                                 ---------              ---------

                    NET INCREASE (DECREASE) IN CASH                                191,843                 54,336

Cash (overdraft) and cash equivalents, beginning of period                          53,395                 41,362
                                                                                 ---------              ---------

Cash (overdraft) and cash equivalents, end of period                             $ 245,238              $  95,698
                                                                                 =========              =========
</TABLE>





                                       8
<PAGE>

POWER DESIGNS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------

NOTE 1.   BASIS OF PRESENTATION

The condensed 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 condensed consolidated financial
statements should be read in conjunction with the notes thereto. In the opinion
of the management of the Company, the condensed 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 six months ended December 31, 1999 are not
necessarily indicative of the results to be expected for the full year.

The consolidated statements of operations for the periods ended December 31,
1999 and December 31, 1998 include the operations of PDIXF Acquisition
Corporation for these same periods respectively.

Certain reclassifications have been made to the prior period's financial
statements to conform to classifications used in the current period.

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:

<TABLE>
<S>                                                  <C>
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                                            369,638
Accrued interest                                          3,267,432
Capital lease obligation                                    142,872  (a)
Payables related to 1994 reorganization including           188,586
        accrued interest
                                                     --------------
Total                                                $   17,722,095
</TABLE>


(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 November 24, 1999 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 obligations through June 30,
    1999. Additional interest in the amount of $751,929 on these secured
    obligations was accrued for the six months ended December 31, 1999. Refer to
    Note 5, for a discussion of the credit arrangements entered into subsequent
    to the Chapter 11 filings.




                                       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 October 1, 1999 through December 31, 1999.


<TABLE>
<S>                                                                            <C>
Cash flows from operating activities:
  Cash received from customers                                                 $ 955,675
  Cash paid to suppliers and                                                    (750,182)
employees
  Interest paid                                                                  (13,367)
                                                                               ---------


    Net cash provided by operating activities before
      reorganization items                                                       192,126
                                                                               ---------


  Operating cash flows from reorganization items:
  Professional fees paid for services in connection with
    the Chapter 11 proceeding                                                    (34,000)
                                                                               ---------
     Net cash (used in) reorganization items                                     (34,000)
                                                                               ---------


     Net cash provided by (used in) operating activities                         158,126
                                                                               ---------


Cash flows from investing activities:
    Distributions from limited partnership                                             0
                                                                               ---------

     Net cash provided by investing                                                    0
activities                                                                     ---------


Cash flows from financing activities:
  Net borrowings (repayments) under post-petition short-term credit facility     (31,088)
  Principal payments on pre-petition                                                   0
                                                                               ---------

     Net cash provided by financing activities                                   (31,088)


     Net increase in cash and cash equivalents                                   127,038


Cash and cash equivalents
  Beginning                                                                      118,200
                                                                               ---------
  Ending                                                                       $ 245,238
                                                                               ---------
</TABLE>




                                       11
<PAGE>


NOTE 5.  SIGNIFICANT EVENTS

During the second quarter of fiscal 2000, the company's net profit before other
income and expense was $140,751. This improvement over the second quarter fiscal
1999 net profit of $90,783 is largely due to the increased sales levels which
have resulted from the company's increased efforts in the areas of sales and
marketing. In addition, improved manufacturing efficiencies have resulted in the
company's ability to shorten the span of time between the receipt and the
fulfillment of customer orders. Lastly, a greater percentage of sales growth has
been exhibited in the military and linear power supply product lines, as opposed
to that achieved in the variable autotransformer line. Due to the cost of
components and labor required in production, the power supply family of products
yields a higher margin at the gross profit level, than the other core products
manufactured by the company.

Moderate growth in personnel and overhead expenditures resulted in operating
expenses of $260,281 for the three months ended December 31, 1999 as compared to
$218,815 for the same period in the prior year. Selling, general and
administrative expenses were $206,347 for the three months ended December 31,
1999 and $172,029 at December 31, 1998. The net profit (loss) for the three
months ended December 31, 1999 is ($309,970). Net profit (loss) for the
comparative period in the prior year is ($405,433).

In January of 1998 pursuant to a court order, the issuer, as
debtor-in-possession, 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 the term of the note has expired
placing the borrower in default. At this time, no demand for repayment has been
received by the issuer.

Similarly, in February of 1998 the issuer, pursuant to a court order, 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 before mentioned agreement was 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. Advances
under this factoring agreement were $0 at December 31, 1999.



                                       12
<PAGE>




During the period from February 1998 through July 1999 the Company liquidated
$78,655 of its pre-petition labor and vacation arrearages. As of this date the
only remaining pre-petition labor arrearage is that of certain officers and
accrued vacation pay for all former employees that did not return to work.
During this time period the Company was in discussions with the U.S. Department
of Labor regarding this matter. The Plan of Reorganization, and its subsequent
amendment, address the liquidation of the priority portion of these pre-petition
liabilities over a period of eight months.

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.




                                       13
<PAGE>


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

        Current Developments

        During the second quarter of fiscal 2000, the issuer and its
wholly-owned subsidiary, continued manufacturing operations as
debtors-in-possession under Chapter 11 protection. The Vantage Partners LLC, a
management consulting firm retained pursuant to court order, together with
Melvin A. Becker, Vice President of Operations, continued in their roles as
senior management. Product offerings were confined to three historical families
of products: military grade power supplies, variable autotransformers, and
linear switching power supply products. Employees and contracted consultants of
the issuer at December 31, 1999 totaled 29 as opposed to 26 at the end of the
prior quarter.

        In the initial months following the Filing, the issuer 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. Marketing efforts have been increased in
the areas of product literature development, internet advertisement, and sales
representative solicitation. However despite these efforts, both military and
commercial orders for product continued to plateau during the second and third
fiscal quarters of 1999. Subsequent periods saw continued efforts in the areas
of order procurement and customer satisfaction, and resulted in bookings of
$877,408 and $1,091,440 for the quarters ended June 30, 1999 and September 30,
1999 respectively. The traditional reduction in new orders historically
experienced during the holiday months, evidenced itself in bookings of $604,828
for the quarter ended December 31, 1999. Open sales orders at December 31, 1999
totaled $517,903.

               In an effort to increase market share and to combat the downturn
in product orders historically experienced during the winter months, the issuer
retained a sales and marketing executive in July 1999. In December 1999, the
issuer discontinued its consulting arrangement with an outside sales
professional, begun in April of the same calendar year. At this writing, seven
manufacturer's sales representatives have been contracted to sell product in the
following domestic regions: New England Region, Mid Atlantic Region, Sunbelt
Region, Central Region, Southwest Region, Caribbean Rim Region, and Western
Region. Negotiations are pending with representatives in two additional U.S.
regions. Contemporaneously, a new homepage has been uploaded to the Internet
domain, www.powerdesigns.com. This website currently displays the entire linear,
military and autotransformer product lines. While these efforts are focused on
generating increased 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.

        During the third quarter of fiscal year 1998 the issuer also initiated
an effort to relocate from its thirty thousand square foot facility, to a
facility one half the size. As of this date an alternate facility within the
existing industrial park has been identified. Both



                                       14
<PAGE>

the current landlord and a local real estate brokerage firm have been engaged to
release the existing facility. Although the facility continues to be presented
to the marketplace, no new lease transactions have as yet been consummated.

        On May 12, 1998 the Issuer and its wholly-owned subsidiary, PDIXF
Acquisition Corporation, filed a Plan of Reorganization with the Office of the
U.S. Trustee.

        The Plan is a proposal of PDI 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 10QSB 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 10KSB 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 $1.95 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 confirmation hearing on the amended plan has been continued to March
21, 2000, and may be continued from time to time by the court. 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.

        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



                                       15
<PAGE>

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.

        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.

        The issuer currently has a net stockholders' deficit of approximately
$16,600,000, meaning that amounts owed to its creditors exceed the issuer's
assets.

        The issuer has completed the implementation of a Year 2000 compliance
plan. At this writing, all of their significant business systems, including
those that affect facilities and manufacturing activities, are functioning
properly with respect to the Year 2000 issue. The issuer has assessed their
internal processes and systems, and believes that sales, administration, and
general operations are substantially Year 2000 compliant. Prior to purchasing
any new equipment or software, it is the issuer's policy to ensure that the
specifications include Year 2000 compliance.

        Because no specific instance of material Year 2000 non-compliance has
been discovered to date, the issuer has not adopted a contingency plan to deal
with Year 2000 issues. Based upon the expenditures to date, the issuer believes
the total costs of the Year 2000 review and compliance to be minimal. The issuer
believes that, with the completion of its Year 2000 assessment as scheduled, the
possibility of significant interruptions of normal operations have been
minimized.

        Results of Operations

        Second quarter of fiscal 2000 versus second quarter of fiscal 1999.

        Net sales increased to $871,559 for the quarter ended December 31, 1999
as compared with $811,194 for the same period in 1998.

        Similarly, gross profit increased from $309,598 for the second quarter
in fiscal 1999 to $401,032 for the same quarter in fiscal 2000. The resulting
increase was primarily due to the improving manufacturing efficiencies and
increased production volumes achieved by the issuer, as well as the particular
blend of products shipped during



                                       16
<PAGE>

the second fiscal quarter. Although revenue rose respectively, cost of sales
actually decreased slightly from $501,596 for the second quarter of fiscal 1999
to $470,527 for the same period in fiscal 2000. A substantial portion of the
improved performance is due to the mix of core product sold in the second fiscal
quarter, concentrating more predominantly on military and linear power supply
sales rather than on autotransformer sales. Quarterly interest and other expense
decreased from $438,331 as of December 31, 1998 to $388,562 as of December 31,
1999 primarily the result of the decrease in advances outstanding under the
factoring agreement for the respective periods. A slow departure from severe
overhead curtailment, combined with measured growth in personnel and operations
subsequent to the bankruptcy petitions, contribute to the increase in operating
expenses from $218,815 for the quarter ending December 31, 1998 as compared to
$260,281 for the quarter ending December 31, 1999. As a result of these
conditions, the net profit (loss) for the three months ending December 31, 1999
is ($309,970), as compared to ($405,433) for the same period in fiscal 1999.

        First six months of fiscal 2000 versus first six months of fiscal 1999.

        Net sales increased from $1,559,769 for the six months ended December
31, 1998 as compared to $1,695,471 for the six months ended December 31, 1999.

        Likewise, gross profit (loss) increased from $570,948 for the six months
ended December 31, 1998 to $722,547 for the six months ended December 31, 1999
the result of the same trends comparatively as those noted in the paragraphs
above. Despite the increase in revenue, cost of sales decreased slightly from
$988,821 for the period ended December 31, 1998 to $972,924 for the same period
in fiscal 2000. A substantial portion of the decrease is due to the
post-petition improvements in manufacturing efficiency, the ability to buy
components at more attractive prices due to increased volumes and liquidity, as
well as the superior gross margins inherent in the production of power supply
products over autotransformer products. The reduction in advances under the
factoring agreement accounts for the decrease in interest and other expense to
$787,129 as of December 31,1999 from $879,004 as of December 31, 1998. As a
result of these conditions, the net profit (loss) for the six months ending
December 31, 1999 is ($639,444), as compared to ($818,552) for the same period
in fiscal 1999.

        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".



                                       17
<PAGE>

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.



                           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.




                                       18
<PAGE>






Item 6.        Exhibits and Reports on Form 8-K

        (a) Exhibits

            Exhibit      Financial Data Schedule





                                       19
<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:   February 29, 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


                                       20