<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, 1998.

|_| 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
                   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|
<PAGE>

                               POWER DESIGNS, INC.
          FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998

                                      INDEX

PART I - FINANCIAL INFORMATION                                          PAGE NO.

Item 1.  FINANCIAL STATEMENTS

         Condensed Consolidated Balance Sheet as of
         December 31, 1998 and 1997............................................4

         Condensed Consolidated Statement of Operations for
         the six months ended December 31, 1998 and 1997.......................6

         Condensed Consolidated Statement of Changes
         in Stockholders' Deficit for the six months ended
         December 31, 1998 and 1997............................................7

         Condensed Consolidated Statement of Cash Flows for
         the six months ended December 31, 1998 and 1997.......................8

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


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


                                       3
<PAGE>

                               POWER DESIGNS, INC.

                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

                           December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                     1998            1997
                                                                 ------------    ------------
<S>                                                              <C>             <C>
  ASSETS

Current Assets:
 Cash                                                            $     95,698    $        (13)
 Accounts receivable, less allowance for doubtful accounts            563,325         270,347
 of $21,625 in 1998; $0 in 1997
 Inventories                                                          814,100         880,679
 Prepaid expenses                                                      24,773           5,283
                                                                 ------------    ------------
    Total current assets                                            1,497,896       1,156,296
                                                                 ------------    ------------

Equipment and Leasehold Improvements, net                             467,299         764,583
                                                                 ------------    ------------

Other Assets:
 Other assets                                                         164,937          23,796
                                                                 ------------    ------------
                                                                      164,937          23,796
                                                                 ------------    ------------

    Total assets                                                 $  2,130,132    $  1,944,675
                                                                 ============    ============


                                       4
<PAGE>

LIABILITIES AND STOCKHOLDERS'
              DEFICIT

Current Liabilities
 Notes payable
   Debtor in possession facility                                 $    245,000    $       --
   Affiliated companies                                                  --         7,468,671
   Preferred shareholders                                                --         1,087,415
   Seller of assets acquired                                             --           990,000
   Others                                                                --         1,664,500
 Current portion of capital lease obligations                            --            41,165
 Advances under factoring agreement                                   311,581            --
 Accounts payable                                                     105,695       2,304,981
 Accrued expenses                                                     237,492         265,665
 Accrued interest                                                       4,162         334,243
 Accrued warranty expense                                                --           203,369
 Payables related to reorganization including accrued interest           --           188,586
                                                                 ------------    ------------
    Total current liabilities                                         903,930      14,548,595
                                                                 ------------    ------------

Long-Term Liabilities
 Capital lease obligation - less current portion                         --            98,734
 Liabilities subject to compromise                                 15,670,141            --
                                                                 ------------    ------------
                                                                   15,670,141          98,734
                                                                 ------------    ------------

    Total liabilities                                              16,574,071      14,647,329
                                                                 ------------    ------------

Stockholders' deficit
 Common stock , $.0001 par value. 10,000,000 shares authorized            240             240
 2,391,493 shares issued and outstanding at December 31, 1998
 and 1997
 Preferred stock, $.01 par value, 1,000,000 shares authorized;          3,167           3,167
 316,743 shares issued and outstanding at December 31, 1998
 and 1997
 Additional paid-in capital                                         1,382,807       1,382,807
 Accumulated deficit                                              (15,830,153)    (14,088,868)
                                                                 ------------    ------------

    Total stockholders' deficit                                   (14,443,939)    (12,702,654)
                                                                 ------------    ------------

    Total liabilities and stockholders' deficit                  $  2,130,132    $  1,944,675
                                                                 ============    ============
</TABLE>


                                       5
<PAGE>

                               Power Designs, Inc.

                 Condensed Consolidated Statement of Operations
                                   (Unaudited)

          For The Three and Six Months Ended December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                           3 months ended     3 months ended     6 months ended     6 months ended
                                                          December 31, 1998  December 31, 1997  December 31, 1998  December 31, 1997
                                                          -----------------  -----------------  -----------------  -----------------
<S>                                                          <C>                <C>                 <C>               <C>
Net Sales                                                    $   811,194        $   482,174         $ 1,556,900       $ 1,236,839

Cost of Sales                                                    501,596          1,830,248             988,821         2,600,293
                                                             -----------        -----------         -----------       -----------

              Gross profit (loss)                                309,598         (1,348,074)            568,079        (1,363,454)

Operating Expenses
     Selling, general and admin. expense                         172,029            697,479             353,196         1,232,302
     Research and development                                     37,763            153,105              77,531           270,505
     Depreciation and amortization                                 9,023          3,004,099              17,884         3,122,255
                                                             -----------        -----------         -----------       -----------
                                                                 218,815          3,854,683             448,611         4,625,062

              Net profit (loss) before other income
              (expense) and reorganization items                  90,783         (5,202,757)            119,468        (5,988,516)
                                                             -----------        -----------         -----------       -----------

Other income (expense):
  Investment income                                                1,265              3,371               4,893             3,671
  Interest expense                                               (44,816)          (536,837)            (91,468)         (951,929)
                                                             -----------        -----------         -----------       -----------
             Other expense                                       (43,551)          (533,466)            (86,575)         (948,258)
                                                             -----------        -----------         -----------       -----------

             Net profit (loss) before reorganization items        47,232         (5,736,223)             32,893        (6,936,774)

Reorganization items                                              57,885               --                61,885              --
                                                             -----------        -----------         -----------       -----------

             Net loss                                        $   (10,653)       $(5,736,223)        $   (28,992)      $(6,936,774)
                                                             ===========        ===========         ===========       ===========

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

Net loss per share                                           $     (0.01)       $     (2.40)        $     (0.01)      $     (2.90)
                                                             ===========        ===========         ===========       ===========
</TABLE>


                                       6
<PAGE>

                               POWER DESIGNS, INC.

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

          For The Three and Six Months Ended December 31, 1998 and 1997

<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, 1997            2,391,493     $        240         316,743    $      3,167    $  1,382,807    $ (7,152,094)

Net loss                               --               --              --              --              --        (1,200,551)

Balance, September 30, 1997       2,391,493              240         316,743           3,167       1,382,807      (8,352,645)

Net loss                               --               --              --              --              --        (5,736,223)
                               ------------     ------------    ------------    ------------    ------------    ------------

Balance, December 31, 1997        2,391,493     $        240         316,743    $      3,167    $  1,382,807    $(14,088,868)
                               ============     ============    ============    ============    ============    ============

Balance, June 30, 1998            2,391,493     $        240         316,743    $      3,167    $  1,382,807    $(15,801,161)

Net loss                               --               --              --              --              --           (18,339)

Balance, September 30, 1998       2,391,493              240         316,743           3,167       1,382,807     (15,819,500)

Net Loss                                                                                                             (10,653)
                               ------------     ------------    ------------    ------------    ------------    ------------

Balance, December 31, 1998        2,391,493     $        240         316,743    $      3,167    $  1,382,807    $(15,830,153)
                               ============     ============    ============    ============    ============    ============
</TABLE>


                                       7
<PAGE>

                               POWER DESIGNS, INC.

                 Condensed Consolidated Statement of Cash Flows
                                   (Unaudited)

               For The Six Months Ended December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                  6 months ended     6 months ended
                                                                                 December 31, 1998  December 31, 1997
<S>                                                                                 <C>               <C>
Cash Flows From Operating Activities
  Net loss                                                                          $   (28,992)      $(6,936,774)
  Adjustments to reconcile net loss to net cash used in
     operating activities
        Depreciation and amortization                                                    75,839         3,193,507
        Reorganization items                                                             61,885              --
        Changes in operating assets and liabilities, net of assets acquired in
             business combination:
               Decrease (increase) in accounts receivable                               (69,730)          458,794
               Decrease (increase) in inventories                                       (47,662)        1,011,568
               Increase in prepaid expenses                                               9,717            (3,760)
               Decrease (increase) in other assets                                          (24)           51,816
               Increase in accounts payable and accrued expenses                          8,089           653,852
               Increase in payables related to reorganization                              --              86,460
                                                                                    -----------       -----------
                    Net cash used in operating activities before
                       reorganization items                                               9,122        (1,484,537)
                                                                                    -----------       -----------

  Reorganization items
       Reorganization items paid                                                         (8,000)             --
                                                                                    -----------       -----------
                    Net cash used in operating activities                                (8,000)

Cash Flows From Investing Activities:
       Purchase of property and equipment                                                (5,040)         (117,834)
       Payments related to assets acquired                                                 --             (21,908)
                                                                                    -----------       -----------
                    Net cash used in investing activities                                (5,040)         (139,742)

Cash Flows From Financing Activities

       Net increase (decrease) in advances from affiliates                                 --           1,589,100
       Capital lease obligations incurred on equipment net
          of principal repayments                                                          --              61,267
       Payment of deferred financing costs                                                 --             (25,000)
       Principal payments on notes payable                                                 --             (10,000)
       Advances under factoring agreement                                                58,254              --
                                                                                    -----------       -----------
                    Net cash provided by financing activities                            58,254         1,615,367
                                                                                    -----------       -----------

                    Net increase (decrease) in cash                                      54,336            (8,912)

Cash (overdraft) and cash equivalents, beginning of period                               41,362             8,899
                                                                                    -----------       -----------

Cash (overdraft) and cash equivalents, end of period                                $    95,698       $       (13)
                                                                                    ===========       ===========
</TABLE>


                                       8
<PAGE>

POWER DESIGNS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997
--------------------------------------------------------------------------------

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, 1998 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,
1998 and December 31, 1997 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 with 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 to
allowance by


                                       9
<PAGE>

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                                         2,388,677
Accrued expenses                                           375,135 (b)
Accrued interest                                         1,017,719
Accrued warranty expense                                   197,684
Capital lease obligation                                   142,872 (a)
Payables related to 1994 reorganization including
         accrued interest                                  188,586
                                                      ------------
Total                                                 $ 15,670,141
</TABLE>

(a)   Notes payable to affiliated companies, preferred shareholders and seller
      of assets acquired, as well as capital lease obligation, include secured
      debt, which should be considered, due to various factors, subject to
      compromise. The Plan of Reorganization filed May 12, 1998, provides for
      allowed secured claims of $2,700,000 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, 1998.
      Additional interest in the amount of $789,560 on these secured obligations
      was incurred but not yet accrued for the six months ended December 31,
      1998. Refer to Note 5, for a discussion of the credit arrangements entered
      into subsequent to the Chapter 11 filings.

(b)   The Debtor received approval from the bankruptcy Court to pay or otherwise
      honor certain of its pre-petition obligations, including employee wages.
      To date, approximately $78,655 of these arrearages have been liquidated.


                                       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, 1998 through December 31, 1998.

<TABLE>
<S>                                                                   <C>
Cash flows from operating activities:
  Cash received from customers                                        $ 695,125
  Cash paid to suppliers and employees                                 (720,408)
  Interest paid                                                         (37,292)
                                                                      ---------

    Net cash provided by operating activities before
      reorganization items                                              (62,575)
                                                                      ---------

  Operating cash flows from reorganization items:
  Professional fees paid for services in connection with
    the Chapter 11 proceeding                                            (8,000)
                                                                      ---------
     Net cash (used in) reorganization items                             (8,000)
                                                                      ---------

     Net cash provided by (used in) operating activities                (70,575)
                                                                      ---------

Cash flows from investing activities:
    Distributions from limited partnership                                1,000
                                                                      ---------

     Net cash provided by investing activities                            1,000
                                                                      ---------

Cash flows from financing activities:
  Net borrowings under post-petition short-term credit facility          39,098
  Principal payments on pre-petition                                          0
                                                                      ---------

     Net cash provided by financing activities                           39,098

     Net increase in cash and cash equivalents                          (30,477)

Cash and cash equivalents
  Beginning                                                             126,175
                                                                      ---------
  Ending                                                              $  95,698
                                                                      ---------
</TABLE>

Note 5. Significant Events

During the second quarter of fiscal 1999, the company's net profit before other
income and expense was $90,783. This improvement over the second quarter fiscal
1998 net loss of ($5,202,757) is largely due to the suspension of the
uninterruptible power supply/power line conditioner ("UPS/PLC") product line,
improved manufacturing yields,


                                       11
<PAGE>

and enhanced product margins. An impairment of long-lived assets recognized in
the second quarter of fiscal 1998 resulted in depreciation and amortization
expense for the quarter of $3,004,099 as opposed to $9,023 for the same period
in fiscal 1999.

An overall reduction in personnel and overhead expenditures resulted in
operating expenses of $218,815 for the three months ended December 31, 1998 as
compared to $3,854,683 for the same period in the prior year. Selling, general
and administrative expenses were $172,029 for the three months ended December
31, 1998 and $697,479 at December 31, 1997. The net profit (loss) for the three
months ended December 31, 1998 is ($10,653). Net profit (loss) for the
comparative period in the prior year is ($5,736,223).

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 $311,581 at December 31, 1998.

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 addresses 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 continue at
this writing.


                                       12
<PAGE>

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

         Current Developments

         During the second quarter of fiscal 1999, 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, 1998 number 28.

         Since the initial months following the Filing, 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. Marketing efforts
have been increased in the areas of product literature development, internet
advertisement, and sales representative solicitation. Despite these efforts
both military and commercial orders for product continued to decline in the
second fiscal quarter. Open sales orders at December 31, 1998 total $299,960.

         During the third quarter of fiscal year 1998 the company also initiated
an effort to relocate from its thirty thousand square foot facility, to a
facility one half the size. As of this date it has been determined that a down
sizing and subletting of the current facility would be an alternative approach.
A local real estate brokerage firm has been retained to sublet the existing
facility. Although the facility continues to be presented to the marketplace, no
sublease transactions have as yet been consummated.

         On May 12, 1998 the Company 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. The Plan is currently the subject of ongoing
negotiation between the Debtors and various creditor committee constituencies.


                                       13
<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.

         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
$14,444,000, meaning that amounts owed to its creditors exceed the issuer's
assets.

         The issuer is in the process of implementing and executing a Year 2000
compliance plan with the objective of having all of their significant business
systems, including those that affect facilities and manufacturing activities,
functioning properly with respect to the Year 2000 issue before January 1, 2000.
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.

         As part of this assessment, significant service providers, vendors,
suppliers, and customers that are believed to be critical to business operations
after January 1, 2000, have been identified and steps are being undertaken in an
attempt to reasonably ascertain their stage of Year 2000 readiness. The issuer
intends to complete this inquiry and assessment of the Year 2000 readiness of
the systems and products of these third parties by late 1999. However, due to
the need to devote management and financial resources to other operational
matters, the issuer has not as yet completed this inquiry and assessment.

         To minimize potential disruptions, the issuer intends to adopt a
contingency plan, if deemed necessary, to address any issues raised during the
planned assessment in 1999. Because no specific instance of material Year 2000
non-compliance has been discovered


                                       14
<PAGE>

to date, the issuer has not adopted a contingency plan to deal with Year 2000
issues.

         Based upon the internal investigation to date, the issuer does not
expect the total costs of the Year 2000 review and compliance to have a material
adverse effect on the business or financial results. The issuer may have to
spend a material amount to develop and implement a contingency plan during 1999,
if the issuer finds that a material supplier or other third party upon whom the
issuer relies will face business interruptions as a result of Year 2000 issues.

         Based upon the review of the Year 2000 issues to date, the issuer does
not anticipate significant interruption of normal internal operations. The
failure to correct a material Year 2000 problem could result in an interruption
in, or a failure of, certain normal business activities or operations. Such
failures could materially and adversely affect the issuer's results of
operations, liquidity and financial condition. The issuer believes that, with
the completion of its Year 2000 assessment as scheduled, the possibility of
significant interruptions of normal operations should be minimized.

         Results of Operations

         Results for the first six months of fiscal 1999 reflect a significant
downsizing in operations which followed the issuer's Chapter 11 filing, and
therefore represent a substantial change from the pre-petition figures for the
same period in fiscal 1998. Accordingly a period-to-period comparison of the
historical results of operations and financial condition of the issuer is not
meaningful.

         Second quarter of fiscal 1999 versus second quarter of fiscal 1998.

         Net sales increased to $811,194 for the quarter ended December 31, 1998
as compared with $482,174 for the same period in 1997.

         However, gross profit (loss) increased from ($1,348,074) for the second
quarter in fiscal 1998 to $309,598 for the same quarter in fiscal 1999. The
resulting increase was primarily due to the shift to core product manufacturing
in the third quarter of fiscal 1998. Cost of sales decreased from $1,830,248 for
the second quarter of fiscal 1998 to $501,596 for the same period in fiscal
1999. A substantial portion of the increased performance is due to the shift to
core product in the latter part of January 1998, resulting in a significant
improvement in manufacturing yields and product margins. The bankruptcy filing
in January has had a favorable impact on interest expense, allowing the company
to service only that portion of the post filing debt attributable to post filing
operating activity. Quarterly interest expense decreased from $533,466 as of
December 31, 1997 to $43,551 as of December 31, 1998. The halting of the UPS/
PLC product line and simultaneous impairment of Goodwill has eliminated the
related amortization, contributing to the reduction in operating expenses from
$3,854,683 for the quarter ending December 31, 1997 as compared to $218,815 for
the quarter ending December 31, 1998.

         First six months of fiscal 1998 versus first six months of fiscal 1999.


                                       15
<PAGE>

         Net sales increased from $1,236,839 for the six months ended December
31, 1997 as compared to $1,556,900 for the six months ended December 31, 1998.

         Likewise, gross profit (loss) increased from a loss of ($1,363,454)
for the six months ended December 31, 1997 to a profit of $568,079 for the
six months ended December 31, 1998 the result of the low manufacturing yields
and a substantial reduction in UPS/PLC inventory value. Cost of Sales
decreased from $2,600,293 for the period ended December 31, 1997 to $988,821
for the same period in fiscal 1999. A substantial portion of the decrease is
due to the fiscal 1998 inventory devaluation noted above. The staying of
pre-petition interest bearing obligations pursuant to the issuer's Chapter 11
filing accounts for the decrease in interest expense to $86,575 as of
December 31,1998 from $948,258 as of December 31, 1997. As a result of these
conditions, the halting of the UPS/PLC production and full impairment of
Goodwill totaling $2,846,557, the net profit (loss) for the six months ending
December 31, 1998 is ($28,992), as compared to ($6,936,774) for the same
period in fiscal 1998.

         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


                                       16
<PAGE>

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.


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<PAGE>

Item 6.           Exhibits and Reports on Form 8-K

         (a) Exhibits

              Exhibit      Financial Data Schedule


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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: October 18, 1999                         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


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