UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

AMENDMENT No. 1

ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the Fiscal Year Ended February 28, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File No. 0-22183





MEADE
INSTRUMENTS CORP.

(Exact Name of Registrant as Specified in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 95-2988062                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|27 Hubble, Irvine, California                                  |  | 92618                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (949) 451-1450

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



|                              |  |                                          
|----------------------------- |  | -----------------------------------------
|Title of Each Class           |  | Name of Each Exchange on Which Registered
|Common Stock, $0.01 par value |  | NASDAQ Stock Market LLC                  

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

None





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.     Yes   ̈     No  x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of Registrants knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act
of 1934.



|                          |  |                     |  |                         |  |                            
|------------------------- |  | ------------------- |  | ----------------------- |  | ---------------------------
|Large Accelerated filer  ̈ |  | Accelerated filer  ̈ |  | Non-accelerated filer  ̈ |  | Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the
Act).    Yes   ̈    No  x

The aggregate market value of the shares of common stock held by non-affiliates of the Registrant was approximately $3.7 million as of
August 31, 2010, the last business day of the Registrants most recently completed second fiscal quarter.

As of
May 27, 2011, there were 1,167,267 outstanding shares of the Registrants common stock, par value $0.01 per share.





DOCUMENTS
INCORPORATED BY REFERENCE

Portions of the Registrants Proxy Statement for the Annual Meeting of Stockholders to be
held on July 21, 2011 are incorporated by reference into Part III of this Form 10-K.









---

EXPLANATORY NOTE

We are filing this Amendment No. 1 (the Form 10-K/A) to our Annual Report on Form 10-K for the fiscal year ended February 28, 2011 (the 2011 Form 10-K), as filed with the
Securities and Exchange Commission on May 31, 2011, to provide a revised Report of Independent Registered Public Accounting Firm (the Revised Report); consequently, this Form 10-K/A only contains Part IV.

This Form 10-K/A is solely limited to providing the Revised Report. This Form 10-K/A does not reflect events occurring after the filing of the 2011 Form
10-K or modify or update the disclosures contained in the 2011 Form 10-K in any way other than as required to reflect the changes discussed above. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Form 10-K/A,
the certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as Exhibits to the 2011 Form 10-K, have been re-executed and re-filed as of the date of this Form 10-K/A and are included as Exhibits hereto.



---

PART IV

Item 15.Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:



|                                                                                                                |  |      |     | 
|--------------------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                                                                                |  | Page |    
|1. Financial Statements:                                                                                        |  |      |     | 
|                                                                                                                | 
|Report of Independent Registered Public Accounting Firm                                                         |  |      | F-1 | 
|                                                                                                                | 
|Consolidated Balance Sheets at February 28, 2011 and February 28, 2010                                          |  |      | F-2 | 
|                                                                                                                | 
|Consolidated Statements of Operations for each of the two years in the period ended February 28,
2011           |  |      | F-3 | 
|                                                                                                                | 
|Consolidated Statement of Stockholders Equity for each of the two years in the period ended February 28,
 2011 |  |      | F-4 | 
|                                                                                                                | 
|Consolidated Statements of Cash Flows for each of the two years in the period ended February 28,
2011           |  |      | F-5 | 
|                                                                                                                | 
|Notes to Consolidated Financial Statements                                                                      |  |      | F-6 | 
|                                                                                                                | 
|2. Financial Statement Schedule:                                                                                |  |      |     | 
|                                                                                                                | 
|For each of the two years in the period ended February 28, 2011  II  Valuation and Qualifying
Accounts        |  |      |     | 
|                                                                                                                | 
|3. Exhibits:                                                                                                    |  |      |     | 



|            |  |                                                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Title or Description                                                                                                                    
|            | 
|23.1        |  | Consent of Independent Registered Public Accounting FirmMoss Adams LLP                                                                         
|            | 
|31.1        |  | Rule 13a-14(a)/15d-14(a) Certification  Principal Executive Officer                                                                            
|            | 
|31.2        |  | Rule 13a-14(a)/15d-14(a) Certification  Principal Financial Officer                                                                            
|            | 
|32.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002  Chief Executive Officer
|            | 
|32.2        |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002  Chief Financial Officer



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Stockholders and Board of Directors of Meade Instruments Corp.

We have audited the accompanying consolidated balance sheets of Meade Instruments Corp. (the Company) as of February 28, 2011 and 2010, and the related consolidated statements of
operations, stockholders equity, and cash flows for the years then ended. Our audits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and schedule are the
responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of
Meade Instruments Corp. as of February 28, 2011 and 2010, and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ MOSS ADAMS
LLP

Irvine, CA

May 31, 2011



F-1



---

MEADE INSTRUMENTS CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)



|                                                                                                                                       |  |              | September 30, |   |      |   | September 30, |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------------- | - | ---- | - | ------------- | -
|                                                                                                                                       |  | February 28, |              
|                                                                                                                                       |  | 2011         |               |   | 2010 |  
|ASSETS                                                                                                                                 |  |              |               |   |      |   |               |  
|Current assets:                                                                                                                        |  |              |               |   |      |   |               |  
|Cash                                                                                                                                   |  | $            | 5,076         |   |      | $ | 5,055         |  
|Accounts receivable, less allowance for doubtful accounts of $408 in 2011 and $416 in 2010                                             |  |              | 2,784         |   |      |   | 2,183         |  
|Inventories                                                                                                                            |  |              | 6,038         |   |      |   | 7,494         |  
|Prepaid expenses and other current assets                                                                                              |  |              | 245           |   |      |   | 273           |  
|                                                                                                                                       |  |              |               |   |      |   |               |  
|Total current assets                                                                                                                   |  |              | 14,143        |   |      |   | 15,005        |  
|Property and equipment, net                                                                                                            |  |              | 257           |   |      |   | 496           |  
|Intangible assets, net                                                                                                                 |  |              | 875           |   |      |   | 1,046         |  
|Other assets, net                                                                                                                      |  |              | 109           |   |      |   | 109           |  
|                                                                                                                                       |  |              |               |   |      |   |               |  
|                                                                                                                                       |  | $            | 15,384        |   |      | $ | 16,656        |  
|                                                                                                                                       |  |              |               |   |      |   |               |  
|                                                                                                                                       |  |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                   |  |              |               |   |      |   |               |  
|Current liabilities:                                                                                                                   |  |              |               |   |      |   |               |  
|Accounts payable                                                                                                                       |  | $            | 1,704         |   |      | $ | 1,711         |  
|Accrued liabilities                                                                                                                    |  |              | 2,149         |   |      |   | 2,324         |  
|                                                                                                                                       |  |              |               |   |      |   |               |  
|Total current liabilities                                                                                                              |  |              | 3,853         |   |      |   | 4,035         |  
|Deferred rent                                                                                                                          |  |              | 24            |   |      |   | 16            |  
|                                                                                                                                       |  |             
|Commitments and contingencies                                                                                                          |  |              |               |   |      |   |               |  
|                                                                                                                                       |  |             
|Stockholders equity:                                                                                                                  |  |              |               |   |      |   |               |  
|Common stock; $0.01 par value; 2,500 shares authorized; 1,167 shares issued and outstanding at February 28, 2011 and
February 28, 2010 |  |              | 12            |   |      |   | 12            |  
|Additional paid-in capital                                                                                                             |  |              | 52,572        |   |      |   | 52,249        |  
|Accumulated deficit                                                                                                                    |  |              | (41,077       | ) |      |   | (39,656       | )
|                                                                                                                                       |  |              |               |   |      |   |               |  
|Total stockholders equity                                                                                                             |  |              | 11,507        |   |      |   | 12,605        |  
|                                                                                                                                       |  |              |               |   |      |   |               |  
|                                                                                                                                       |  | $            | 15,384        |   |      | $ | 16,656        |  
|                                                                                                                                       |  |              |               |   |      |   |               |  

See accompanying notes to consolidated financial statements.



F-2



---

MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)



|                                                             |  |                         | September 30, |   |      |   | September 30, |  
|------------------------------------------------------------ |  | ----------------------- | ------------- | - | ---- | - | ------------- | -
|                                                             |  | Year Ended February 28, |              
|                                                             |  | 2011                    |               |   | 2010 |  
|Net sales                                                    |  | $                       | 26,340        |   |      | $ | 23,345        |  
|Cost of sales                                                |  |                         | 20,406        |   |      |   | 18,412        |  
|                                                             |  |                         |               |   |      |   |               |  
|Gross profit                                                 |  |                         | 5,934         |   |      |   | 4,933         |  
|Selling                                                      |  |                         | 2,457         |   |      |   | 2,603         |  
|General and administrative                                   |  |                         | 4,199         |   |      |   | 5,243         |  
|Research and development                                     |  |                         | 778           |   |      |   | 801           |  
|                                                             |  |                         |               |   |      |   |               |  
|Operating loss                                               |  |                         | (1,500        | ) |      |   | (3,714        | )
|Interest income                                              |  |                         | (3            | ) |      |   | (42           | )
|                                                             |  |                         |               |   |      |   |               |  
|Loss before income taxes                                     |  |                         | (1,497        | ) |      |   | (3,672        | )
|Income tax (benefit) expense                                 |  |                         | (76           | ) |      |   | 43            |  
|                                                             |  |                         |               |   |      |   |               |  
|Net loss                                                     |  | $                       | (1,421        | ) |      | $ | (3,715        | )
|                                                             |  |                         |               |   |      |   |               |  
|Net loss per sharebasic and diluted                         |  | $                       | (1.22         | ) |      | $ | (3.18         | )
|                                                             |  |                         |               |   |      |   |               |  
|                                                             |  |                        
|Weighted average common shares outstandingbasic and diluted |  |                         | 1,167         |   |      |   | 1,167         |  
|                                                             |  |                         |               |   |      |   |               |  

See accompanying notes to consolidated financial statements.



F-3



---

MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(In thousands)



|                                           |  |                                       | September 30, |  |                    |   | September 30, |          |  |   | September 30, |  |  |       | September 30, |   |  |   | September 30, |  
|------------------------------------------ |  | ------------------------------------- | ------------- |  | ------------------ | - | ------------- | -------- |  | - | ------------- |  |  | ----- | ------------- | - |  | - | ------------- | -
|                                           |  | Common Stock                          |               |  | Additional Paid-In |   |               | Retained |  |   |               | 
|                                           |  | Shares                                |               |  | Amount             |   |               | Capital  |  |   | Earnings      |  |  | Total |              
|                                           |  | (In thousands, Shares and US Dollars) |              
|BALANCE AT FEBRUARY 28, 2009 (as adjusted) |  |                                       | 1,167         |  |                    | $ | 12            |          |  | $ | 51,463        |  |  | $     | (35,941       | ) |  | $ | 15,534        |  
|Stock-based compensation                   |  |                                       |              |  |                    |   |              |          |  |   | 786           |  |  |       |              |   |  |   | 786           |  
|Net loss                                   |  |                                       |              |  |                    |   |              |          |  |   |              |  |  |       | (3,715        | ) |  |   | (3,715        | )
|                                           |  |                                       |               |  |                    |   |               |          |  |   |               |  |  |       |               |   |  |   |               |  
|BALANCE AT FEBRUARY 28, 2010               |  |                                       | 1,167         |  |                    |   | 12            |          |  |   | 52,249        |  |  |       | (39,656       | ) |  |   | 12,605        |  
|Stock-based compensation                   |  |                                       |              |  |                    |   |              |          |  |   | 323           |  |  |       |              |   |  |   | 323           |  
|Net loss                                   |  |                                       |              |  |                    |   |              |          |  |   |              |  |  |       | (1,421        | ) |  |   | (1,421        | )
|                                           |  |                                       |               |  |                    |   |               |          |  |   |               |  |  |       |               |   |  |   |               |  
|BALANCE AT February 28, 2011               |  |                                       | 1,167         |  |                    | $ | 12            |          |  | $ | 52,572        |  |  | $     | (41,077       | ) |  | $ | 11,507        |  
|                                           |  |                                       |               |  |                    |   |               |          |  |   |               |  |  |       |               |   |  |   |               |  

See accompanying notes to consolidated financial statements.



F-4



---

MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                                                 |  |                         | September 30, |   |      |   | September 30, |  
|---------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------------- | - | ---- | - | ------------- | -
|                                                                                                                 |  | Year Ended February 28, |              
|                                                                                                                 |  | 2011                    |               |   | 2010 |  
|Cash flows from operating activities:                                                                            |  |                         |               |   |      |   |               |  
|Net loss                                                                                                         |  | $                       | (1,421        | ) |      | $ | (3,715        | )
|Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities: |  |                         |               |   |      |   |               |  
|Depreciation and amortization                                                                                    |  |                         | 477           |   |      |   | 634           |  
|Bad debt expense                                                                                                 |  |                         | (8            | ) |      |   | (114          | )
|Stock-based compensation                                                                                         |  |                         | 323           |   |      |   | 786           |  
|Deferred rent amortization                                                                                       |  |                         | 8             |   |      |   | 16            |  
|Gain on disposal of fixed assets                                                                                 |  |                         |              |   |      |   | (13           | )
|Changes in assets and liabilities:                                                                               |  |                         |               |   |      |   |               |  
|Accounts receivable                                                                                              |  |                         | (593          | ) |      |   | 419           |  
|Inventories                                                                                                      |  |                         | 1,456         |   |      |   | 1,397         |  
|Prepaid expenses and other current assets                                                                        |  |                         | 28            |   |      |   | 280           |  
|Accounts payable                                                                                                 |  |                         | (7            | ) |      |   | 9             |  
|Accrued lease termination fees                                                                                   |  |                         |              |   |      |   | (700          | )
|Accrued liabilities                                                                                              |  |                         | (175          | ) |      |   | (468          | )
|                                                                                                                 |  |                         |               |   |      |   |               |  
|Net cash provided by (used in) operating activities                                                              |  |                         | 88            |   |      |   | (1,469        | )
|                                                                                                                 |  |                         |               |   |      |   |               |  
|Cash flows from investing activities:                                                                            |  |                         |               |   |      |   |               |  
|Capital expenditures                                                                                             |  |                         | (67           | ) |      |   | (79           | )
|Reduction in restricted cash                                                                                     |  |                         |              |   |      |   | 700           |  
|Proceeds from sale of fixed assets                                                                               |  |                         |              |   |      |   | 13            |  
|                                                                                                                 |  |                         |               |   |      |   |               |  
|Net cash (used in) provided by investing activities                                                              |  |                         | (67           | ) |      |   | 634           |  
|                                                                                                                 |  |                         |               |   |      |   |               |  
|Cash flows from financing activities                                                                             |  |                         |              |   |      |   |              |  
|                                                                                                                 |  |                         |               |   |      |   |               |  
|Net increase (decrease) in cash                                                                                  |  |                         | 21            |   |      |   | (835          | )
|                                                                                                                 |  |                         |               |   |      |   |               |  
|Cash at beginning of year                                                                                        |  |                         | 5,055         |   |      |   | 5,890         |  
|                                                                                                                 |  |                         |               |   |      |   |               |  
|Cash at end of year                                                                                              |  | $                       | 5,076         |   |      | $ | 5,055         |  
|                                                                                                                 |  |                         |               |   |      |   |               |  
|Supplemental disclosures of cash flow information:                                                               |  |                         |               |   |      |   |               |  
|Interest paid in cash                                                                                            |  | $                       |              |   |      | $ |              |  
|Income taxes paid in cash                                                                                        |  | $                       | 6             |   |      | $ | 43            |  

See accompanying notes to consolidated financial statements.



F-5



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The Company and Operations

Meade Instruments Corp. (the
Company) is engaged in the design, manufacture, marketing and sale of consumer products, primarily telescopes, telescope accessories and binoculars. The Company designs its products in-house or with the assistance of external
consultants. Most of the entry level products are manufactured overseas by contract manufacturers in Asia, while the high-end telescopes are manufactured and assembled at the Companys Mexico facility. Sales of the Companys products are
driven by an in-house sales force as well as a network of sales representatives throughout the U.S. and through distributors internationally. The Company currently operates out of two primary locations: Irvine, California and Tijuana, Mexico. The
California facility serves as the Companys corporate headquarters, research and development facility and U.S. distribution center; the Mexico facility contains the Companys manufacturing, assembly, repair, packaging and other general and
administrative functions. The Companys business is highly seasonal and the financial results have historically varied significantly on a quarter-by-quarter basis throughout each year.

The Company has experienced, and expects to continue to experience, substantial fluctuations in its sales, gross margins and
profitability from year to year. Factors that influence these fluctuations include the volume and timing of orders received, changes in the mix of products sold, market acceptance of the Companys products, competitive pricing pressures, the
Companys ability to meet fluctuating demand and delivery schedules, the timing and extent of research and development expenses, the timing and extent of product development costs and the timing and extent of advertising expenditures.

2. Liquidity

The Company had cash and cash equivalents of $5.1 million at February 28, 2011. The Company funded its operations with internally
generated cash flows and did not draw any funds against its secured credit facility during fiscal 2011 or fiscal 2010. The Company currently anticipates that cash on hand and funds generated from operations will be sufficient to meet the
Companys anticipated cash requirements for fiscal 2012.

3. Summary of Significant Accounting Policies

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and include the accounts of the Company and all of
its subsidiaries and reflect the elimination of all significant intercompany account balances and transactions.

Recent accounting
pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 168,
The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting PrinciplesA Replacement of FASB Statement No. 162 (SFAS 168). The FASB Accounting Standards Codification
(Codification) became the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS 168, the Codification superseded all then-existing non-SEC accounting and reporting standards. All
other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. Since the new codifications did not change GAAP, there was no change to our consolidated financial statements other than to update
all references to GAAP to be in conformity with the Codification.

Revenue recognition

The Companys revenue recognition policy complies with ASC No. 605, Revenue Recognition.The Company recognizes revenue
when persuasive evidence of an arrangement exists, title and risk of loss has passed to the customer, typically at the time of shipment, the price to the buyer is fixed or determinable and collectibility is reasonably assured. Revenue is not
recognized at the time of shipment if these criteria are not met. Under certain circumstances, the Company accepts product returns or offers markdown incentives. Material management



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



judgments must be made and used in connection with establishing sales returns and allowances estimates. The Company continuously monitors and tracks returns and allowances and records revenues
net of provisions for returns and allowances. The Companys estimate of sales returns and allowances is based upon several factors including historical experience, current market and economic conditions, customer demand and acceptance of the
Companys products and/or any notification received by the Company of such a return. Historically, sales returns and allowances have been within managements estimates; however, actual returns may differ significantly, either favorably or
unfavorably, from managements estimates depending on actual market conditions at the time of the return.

Allowance for doubtful
accounts

Management analyzes specific customer accounts receivable, customer credit-worthiness, historical bad debt
expenses, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of any of the Companys customers were to deteriorate to the point of
impairing the customers ability to make payments on its account, additional allowances may be required. While credit losses have historically been within managements expectations and the provisions established significant deterioration
in the liquidity or financial position of any of the Companys major customers or any group of customers could have a material adverse impact on the collectibility of accounts receivable and future operating results.

Inventories

Inventories are stated at the lower of cost, as determined using the first-in, first-out (FIFO) method, or market. Costs
include materials, labor and manufacturing overhead. The Company evaluates the carrying value of its inventories taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company
expects to obtain for its products in their respective markets. The Company also evaluates the composition of its inventories to identify any slow-moving or obsolete product. These evaluations require material management judgments, including
estimates of future sales, continuing market acceptance of the Companys products, and current market and economic conditions. Inventory reserves are established based on such judgments, for any inventories that are identified as having a net
realizable value less than its cost. Historically, the net realizable value of the Companys inventories has been within managements estimates. However, if the Company is not able to meet its sales expectations; or if market conditions
deteriorate significantly from managements estimates, reductions in the net realizable value of the Companys inventories could have a material adverse impact on future operating results.

Property and equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the
assets. Buildings and related improvements, including leasehold improvements, are depreciated over seven to twenty-five years or through the end of the related lease term, whichever is shorter. All other property and equipment, except property held
under capital leases, is depreciated over three to seven years. Properties held under capital leases are recorded at the present value of the noncancellable lease payments over the term of the lease and are amortized over the shorter of the lease
term or the estimated useful lives of the assets.

Intangible assets

The Company accounts for acquisition-related intangible assets in accordance with Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) No. 805-10, Business Combinations, and ASC No. 350-20, Goodwill and Other Intangible Assets. A portion of the remaining difference between the purchase price and the fair
value of net tangible assets at the date of acquisition is included in the balance sheet as acquisition-related intangible assets. Amortization periods for the intangible assets subject to amortization range from seven to fifteen years depending on
the nature of the assets acquired. The carrying value of acquisition-related intangible assets, including the related amortization period, is evaluated in the fourth quarter of each fiscal year and whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable. If the carrying amount exceeds the fair value, which is determined based upon estimated discounted future cash flows based upon our estimated cost of capital, an impairment
loss is reflected in loss from operations. Such estimates are subject to change and we may be required to recognize an impairment loss in the future.



F-7



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Income taxes

In accordance with ASC 740, Accounting for Income Taxes, in fiscal 2010, the Company has determined that there was sufficient uncertainty surrounding the future realization of its deferred tax
assets to warrant the recording of a full valuation allowance. The valuation allowance was recorded based upon the Companys determination that there was insufficient objective evidence, at the time, to recognize those assets for financial
reporting purposes. For the fiscal year ended February 28, 2011, the Company has not changed its assessment regarding the recoverability of its deferred tax assets. Ultimate realization of the benefit of the deferred tax assets is dependent
upon the Company generating sufficient taxable income in future periods, including periods prior to the expiration of certain underlying tax credits.

The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. At February 28, 2011, there were no accrued interest and penalties related to uncertain
tax positions.

The provision for income taxes consists of minimum tax in various U.S. states and income taxes on the
Companys operations in Mexico. This income tax expense is offset by a benefit recorded for refundable federal tax credits.

The tax years 2007 through 2010 remain open to examination by the major taxing jurisdictions to which the Company is subject. However, the amount of a net operating loss carryforward can be adjusted for
federal tax purposes for the three years (four years for the major state jurisdictions in which the Company operates) after the net operating loss is utilized.

Shipping and handling costs

The Company records shipping and handling
costs in selling expenses. For the years ended February 28, 2011 and February 28, 2010, the Company incurred shipping and handling costs of $0.7 million and $0.8 million, respectively.

Advertising

The
Company expenses the costs of advertising, including production costs, as incurred. For the years ended February 28, 2011 and February 28, 2010, the Company incurred advertising, including cooperative advertising, and marketing expenses of
approximately $0.3 million and $0.4 million, respectively. Cooperative advertising arrangements exist through which customers receive a certain allowance of the total purchases or an otherwise agreed upon amount from the Company if certain
qualitative advertising criteria are met and if specified amounts are spent on the advertisements. To receive the allowance, a customer must deliver to the Company evidence of all advertising performed that includes the Companys products.
Because the Company receives an identifiable advertising benefit from the customer, the Company recognizes the cost of cooperative advertising as an advertising expense in selling expenses.

Research and development

Expenditures for research and development costs
are charged to expense as incurred.

Loss per share

For each of the years ended February 28, 2011 and February 28, 2010, the Company incurred a net loss. Other than stock options, the Company has no dilutive securities. Therefore, there is no
difference between the number of shares used in the calculation of basic and diluted earnings per share with respect to the net losses reported.

Basic earnings (loss) per share amounts exclude the dilutive effect of potential shares of common stock. Basic earnings (loss) per share is based upon the weighted-average number of shares of common stock
outstanding, which excludes unallocated ESOP shares. Diluted earnings (loss) per share is based upon the weighted-average number of



F-8



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



shares of common stock and dilutive potential shares of common stock outstanding for each period presented. Potential shares of common stock include outstanding stock options which are included
under the treasury stock method. For fiscal years ended 2011 and 2010, options to purchase 77,363 and 77,838 shares of common stock, respectively, were also excluded from diluted weighted average shares of common stock, as the option exercise prices
were greater than the average market price of the Companys common stock and, therefore, the effect would be anti-dilutive.

Concentration of credit risk

Financial instruments which potentially subject the Company to concentration of credit risk are principally accounts receivable and cash. The Company maintains an allowance for doubtful accounts at a
level deemed appropriate by management based on historical and other factors that affect collectibility. Based upon the Companys assessment of the recoverability of the receivables from its customers and in the opinion of management, the
Company has established adequate reserves related to accounts receivable. The Company maintains cash and cash equivalents balances at certain financial institutions in excess of amounts insured by federal agencies. Management does not believe that
as a result of this concentration it is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships.

The Company generated approximately 22% and 18% of its revenue from its top two customers during the fiscal years ended February 28, 2011 and February 28, 2010, respectively. These customers did
not have any amounts due to the Company at February 28, 2011 or February 28, 2010.

Fair value of financial instruments

The carrying amounts of accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the
short maturity of these instruments.

Use of estimates in the preparation of consolidated financial statements

The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States,
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the respective reporting periods. Actual results could differ from those estimates. Estimates are used in accounting for, among other items, sales returns and reserves, allowances for doubtful accounts, excess and obsolete inventory,
income taxes, asset impairment, anticipated transactions to be hedged, litigation reserves and contingencies.

Product warranties

The Company provides reserves for the estimated cost of product warranty-related claims at the time
of sale, and periodically adjusts the provision to reflect actual experience related to its standard product warranty programs and its extended warranty programs. The amount of warranty liability accrued reflects managements best estimate of
the expected future cost of honoring Company obligations under its warranty plans. Additionally, from time to time, specific warranty accruals may be made if unforeseen technical problems arise.
Meade® brand products, principally telescopes and binoculars, are generally covered by a one-year limited
warranty. Most of the Coronado® products have limited five-year warranties. Included in the warranty accrual as
of February 28, 2011, is $0.5 million and as of February 28, 2010, $0.6 million related to the Companys former sport optics brands that were sold in 2008 and for which the Company agreed to retain certain warranty liabilities.



F-9



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Changes in the warranty liability, which is included as a component of accrued
liabilities on the accompanying Consolidated Balance Sheets, were as follows:



|                         |  |                | September 30, |   |      |   | September 30, |  
|------------------------ |  | -------------- | ------------- | - | ---- | - | ------------- | -
|                         |  | February 28,   |              
|                         |  | 2011           |               |   | 2010 |  
|                         |  | (In thousands) |              
|Beginning balance        |  | $              | 883           |   |      | $ | 985           |  
|Warranty accrual         |  |                | 46            |   |      |   | 130           |  
|Labor and material usage |  |                | (119          | ) |      |   | (232          | )
|                         |  |                |               |   |      |   |               |  
|Ending balance           |  | $              | 810           |   |      | $ | 883           |  
|                         |  |                |               |   |      |   |               |  

Stock-based compensation

The Company accounts for stock-based compensation in accordance with the provisions of ASC No. 718-10, Share-Based Payment, which establishes accounting for equity instruments exchanged for
employee services. Under the provisions of ASC No. 718-10, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees requisite service
period (generally the vesting period of the equity grant). Share-based compensation expenses, included in general and administrative expenses in the Companys consolidated statement of operations for fiscal 2011 and 2010, were approximately
$0.3 million and $0.8 million, respectively. Due to deferred tax valuation allowances provided, no net benefit was recorded against the share-based compensation charged.

The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the expected option term,
forfeiture rate, the expected volatility of the Companys stock over the options expected term, the risk-free interest rate over the options expected term, and the Companys expected annual dividend yield. The Company believes
that the valuation technique and the approach utilized to develop underlying assumptions are appropriate in calculating the fair values of the Companys stock options. Estimates of fair value are not intended to predict actual future events or
the value ultimately realized by persons who receive equity awards.

Approximately $75,000 of unvested restricted stock was
forfeited by the Companys former Chief Financial Officer, concurrent with his termination in April 2009.

4. Bank and other debt

The Company maintains agreements with FCC, LLC, d/b/a First Capital, and its subsidiary for a $10 million credit
facility.

The facility consists of a factoring arrangement for the Companys receivables with an 80% advance rate up to
$10 million of available credit and a secured credit line tied to the Companys finished goods inventory of up to $3 million of available credit, subject to the overall credit limit of $10 million. The interest rate for advances against the
facility was initially set at LIBOR plus 5.5%, subject to a LIBOR floor of 2.25%. The agreements also contains unused line fees, minimum factoring commissions, early termination fees and other customary terms and conditions. No amount was
outstanding under this facility at February 28, 2011 and 2010.

While the agreements with First Capital do not contain
explicit financial covenants, the agreements provide First Capital with significant latitude in restricting, reducing, or withdrawing the Companys lines of credit at its sole discretion. If First Capital restricts, reduces or eliminates the
Companys access to credit, or requires immediate repayment of the amounts outstanding under the agreements, the Company may be required to pursue additional sources of liquidity such as equity financings or a new debt agreement with other
creditors, either of which may contain less favorable terms. The facility with First Capital expires in January 2012. The Company can not assure that additional sources of capital will be available on reasonable terms, if at all. The Companys
inability to maintain a sufficient credit facility could have a material adverse effect on its business, results of operations and financial condition.



F-10



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5. Intangible Assets

Intangible assets were a result of an acquisition that occurred on December 1, 2004 and included the following assets:



|                       |  |                               | September 30, |  |                     |   | September 30, |                         |  |   | September 30, |   |  |                     | September 30, |  |                         |   | September 30, |               |  |   | September 30, |   |  |   | September 30, | 
|---------------------- |  | ----------------------------- | ------------- |  | ------------------- | - | ------------- | ----------------------- |  | - | ------------- | - |  | ------------------- | ------------- |  | ----------------------- | - | ------------- | ------------- |  | - | ------------- | - |  | - | ------------- | 
|                       |  |                               |               |  | February 28, 2011   |   |               | February 28, 2010       | 
|                       |  | AmortizationPeriods(In Years) |               |  | GrossCarryingAmount |   |               | AccumulatedAmortization |  |   | Net BookValue |   |  | GrossCarryingAmount |               |  | AccumulatedAmortization |   |               | Net BookValue | 
|                       |  | (In thousands)                |              
|Trademarks             |  |                               | 7-15          |  |                     | $ | 424           |                         |  | $ | (326          | ) |  | $                   | 98            |  |                         | $ | 424           |               |  | $ | (290          | ) |  | $ | 134           | 
|Completed technologies |  |                               | 12            |  |                     |   | 1,620         |                         |  |   | (843          | ) |  |                     | 777           |  |                         |   | 1,620         |               |  |   | (708          | ) |  |   | 912           | 
|                       |  |                               |               |  |                     |   |               |                         |  |   |               |   |  |                     |               |  |                         |   |               |               |  |   |               |   |  |   |               | 
|Total                  |  |                               |               |  |                     | $ | 2,044         |                         |  | $ | (1,169        | ) |  | $                   | 875           |  |                         | $ | 2,044         |               |  | $ | (998          | ) |  | $ | 1,046         | 
|                       |  |                               |               |  |                     |   |               |                         |  |   |               |   |  |                     |               |  |                         |   |               |               |  |   |               |   |  |   |               | 

The changes in the carrying amount of acquisition-related intangible assets for the years ended
February 28, 2011 and 2010, respectively, are as follows:



|                                |  |                              | September 30, |  
|------------------------------- |  | ---------------------------- | ------------- | -
|                                |  | Amortizingintangible 
assets |              
|                                |  | (In thousands)               |              
|Balance, net, February 28, 2009 |  | $                            | 1,217         |  
|Amortization                    |  |                              | (171          | )
|                                |  |                              |               |  
|Balance, net, February 28, 2010 |  | $                            | 1,046         |  
|Amortization                    |  |                              | (171          | )
|                                |  |                              |               |  
|Balance, net, February 28, 2011 |  | $                            | 875           |  
|                                |  |                              |               |  

Amortization of trademarks, customer relationships and completed technologies over the next five fiscal
years is estimated as follows:



|            |  |                | September 30, | 
|----------- |  | -------------- | ------------- | 
|Fiscal Year |  | (In thousands) |              
|2012        |  | $              | 171           | 
|2013        |  |                | 171           | 
|2014        |  |                | 162           | 
|2015        |  |                | 135           | 
|2016        |  |                | 135           | 
|Thereafter  |  |                | 101           | 
|            |  |                |               | 
|Total       |  | $              | 875           | 
|            |  |                |               | 

6. Commitments and Contingencies

In December 1996, the Company executed a lease commencing October 1, 1997 for its former corporate office and manufacturing facilities in California. The lease term was ten years, extendable for an
additional ten years (two terms of five years each) at the Companys option. In December 2006, the Company renewed this lease for an additional five year term. The Company terminated this lease as of February 28, 2009 and entered into a
lease agreement on a smaller facility for five years, expiring on February 28, 2014. Lease commitments for this lease are subject to annual increases ranging between 2% to 4% per annum.

The Companys lease for an assembly facility in Tijuana, Mexico was scheduled to expire in 2010 with two, five-year options
remaining. Additionally, the Company maintained a lease for a second facility in Tijuana, Mexico to house its relocated telescope production. In May 2009, the Company entered into a lease modification with the lessor of these two facilities,
renewing the lease for the second facility for three more years, expiring on December 31, 2012, and accelerating the termination of the lease on the Companys initial Tijuana, Mexico facility to June 15, 2009.



F-11



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Aggregate future minimum commitments under noncancellable leases at February 28,
2011 that have remaining terms in excess of one year are as follows:



|            |  |                | September 30, | 
|----------- |  | -------------- | ------------- | 
|Fiscal Year |  | (In thousands) |              
|2012        |  | $              | 582           | 
|2013        |  |                | 545           | 
|2014        |  |                | 287           | 
|            |  |                |               | 
|            |  | $              | 1,414         | 
|            |  |                |               | 

For each of the fiscal years ended February 28, 2011 and February 28, 2010, the Company
incurred rent expense of $0.6 million.

Although the Company is involved from time to time in litigation incidental to its
business, management believes that the Company currently is not involved in any litigation which would have a material adverse effect on the financial position, results of operations or cash flows of the Company.

7. Income Taxes

Pretax
loss is as follows:



|         |  |                         | September 30, |   |      |   | September 30, |  
|-------- |  | ----------------------- | ------------- | - | ---- | - | ------------- | -
|         |  | Year Ended February 28, |              
|         |  | 2011                    |               |   | 2010 |  
|         |  | (In thousands)          |              
|Domestic |  | $                       | (1,586        | ) |      | $ | (3,933        | )
|Foreign  |  |                         | 89            |   |      |   | 261           |  
|         |  |                         |               |   |      |   |               |  
|         |  | $                       | (1,497        | ) |      | $ | (3,672        | )
|         |  |                         |               |   |      |   |               |  

Significant components of the (benefit) provision for income taxes on continuing operations are as
follows:



|                                       |  |                         | September 30, |   |      |   | September 30, |  
|-------------------------------------- |  | ----------------------- | ------------- | - | ---- | - | ------------- | -
|                                       |  | Year Ended February 28, |              
|                                       |  | 2011                    |               |   | 2010 |  
|                                       |  | (In thousands)          |              
|                                       |  |                        
|Current:                               |  |                         |               |   |      |   |               |  
|Federal                                |  | $                       | (31           | ) |      | $ |              |  
|State                                  |  |                         | (98           | ) |      |   | 18            |  
|Foreign                                |  |                         | 53            |   |      |   | 25            |  
|                                       |  |                         |               |   |      |   |               |  
|                                       |  |                         | (76           | ) |      |   | 43            |  
|                                       |  |                         |               |   |      |   |               |  
|                                       |  |                        
|Deferred:                              |  |                         |               |   |      |   |               |  
|Federal                                |  |                         | (692          | ) |      |   | (737          | )
|State                                  |  |                         | (102          | ) |      |   | (130          | )
|Foreign                                |  |                         |              |   |      |   |              |  
|Deferred tax asset valuation allowance |  |                         | 794           |   |      |   | 867           |  
|                                       |  |                         |               |   |      |   |               |  
|                                       |  |                         |              |   |      |   |              |  
|                                       |  |                         |               |   |      |   |               |  
|                                       |  | $                       | (76           | ) |      | $ | 43            |  
|                                       |  |                         |               |   |      |   |               |  



F-12



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The provision for income taxes on continuing operations differed from the amount
computed by applying the U.S. federal statutory rate to income before income taxes due to the effects of the following:



|                                                               |  |                         | September 30, |   |      |  | September 30, |   
|-------------------------------------------------------------- |  | ----------------------- | ------------- | - | ---- |  | ------------- | --
|                                                               |  | Year Ended February 28, |              
|                                                               |  | 2011                    |               |   | 2010 | 
|Federal income tax rate                                        |  |                         | 34.0          | % |      |  | 34.0          | % 
|State income taxes, net of federal income tax benefit          |  |                         | 4.3           |   |      |  | (0.5          | ) 
|Foreign tax                                                    |  |                         | (3.5          | ) |      |  | (0.7          | ) 
|Research and development credits                               |  |                         | 1.1           |   |      |  | 0.8           |   
|Stock compensation expense                                     |  |                         |              |   |      |  | (14.0         | ) 
|Permanent differences                                          |  |                         | (0.1          | ) |      |  | 2.3           |   
|Adjustment to prior year deferred taxes                        |  |                         | 12.6          |   |      |  |              |   
|Valuation allowance                                            |  |                         | (53.0         | ) |      |  | (23.4         | ) 
|Changes in uncertain tax positions                             |  |                         | 7.1           |   |      |  |              |   
|Benefit for Federal research and development credits monetized |  |                         | 2.1           |   |      |  |              |   
|Other                                                          |  |                         | 0.5           |   |      |  | 0.3           |   
|                                                               |  |                         |               |   |      |  |               |   
|                                                               |  |                         | 5.1           | % |      |  | (1.2          | )%
|                                                               |  |                         |               |   |      |  |               |   

The deferred tax assets and liabilities were comprised of the following:



|                                  |  |                | September 30, |   |      |   | September 30, |  
|--------------------------------- |  | -------------- | ------------- | - | ---- | - | ------------- | -
|                                  |  | February 28,   |              
|                                  |  | 2011           |               |   | 2010 |  
|                                  |  | (In thousands) |              
|Sales returns                     |  | $              | 1,152         |   |      | $ | 946           |  
|Inventory and accounts receivable |  |                | 1,353         |   |      |   | 1,564         |  
|Accrued liabilities               |  |                | 155           |   |      |   | 163           |  
|Intangibles                       |  |                | 559           |   |      |   | 638           |  
|Credits                           |  |                | 5,123         |   |      |   | 5,161         |  
|Fixed assets                      |  |                | 697           |   |      |   | 850           |  
|Stock-based compensation          |  |                | 371           |   |      |   | 247           |  
|Other                             |  |                | 11            |   |      |   | 11            |  
|Net operating losses              |  |                | 21,155        |   |      |   | 20,257        |  
|                                  |  |                |               |   |      |   |               |  
|Total deferred tax assets         |  |                | 30,576        |   |      |   | 29,837        |  
|Less valuation allowance          |  |                | (30,576       | ) |      |   | (29,837       | )
|                                  |  |                |               |   |      |   |               |  
|                                  |  | $              |              |   |      | $ |              |  
|                                  |  |                |               |   |      |   |               |  

The change in valuation allowance for the years ended February 28, 2011 and February 28, 2010
was $0.8 million and $(0.2) million, respectively, to recognize the uncertainty of realizing the benefits of the Companys deferred tax assets. The valuation allowances were recorded because there is insufficient objective evidence at this time
to recognize those assets for financial reporting purposes. Ultimate realization of the benefit of the deferred tax assets is dependent upon the Company generating sufficient taxable income in future periods including periods prior to the expiration
of certain underlying tax credits.

As of February 28, 2011, the Company has approximately $53.8 million and $51.8
million of net operating loss carryforwards available to offset future taxable income for federal and state income tax purposes, respectively. These net operating loss carryforwards will begin to expire during the fiscal years ending
February 28, 2023 and February 28, 2012, respectively. Prior year stock option compensation expense included in the net operating losses is negligible. The Company has foreign tax credits and research and experimentation and manufacturing
incentive credits of approximately $3.8 million and $1.3 million, which begin to expire during the fiscal years ending February 28, 2014 and February 28, 2025, respectively. The future realization of these credits is dependent upon the
Company generating sufficient income both outside the United States and within the United States.

Management does not believe
the Company has experienced an ownership change within the meaning of Internal Revenue Code Section 382. Accordingly, management does not believe that the future utilization of the Companys net operating loss and tax credit carryforwards
will be limited by this provision, unless there is a future ownership change which generates such a limitation.



F-13



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Unrecognized Tax Benefits

The Company is subject to income taxes in the United States and Mexico. Significant judgment is required in evaluating the Companys
tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for
tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite a belief that its tax return
positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of income tax audits. The provision for income taxes includes the impact of reserve provisions and changes to
reserves that are considered appropriate. Accruals for unrecognized tax benefits are provided for in accordance with the requirements of the prescribed authoritative guidance. At February 28, 2011, there were no unrecognized tax
benefits.

As of February 28, 2011 and as of February 28, 2010, unrecognized tax benefits, all of which affect the
effective tax rate if recognized, were $0.0 million and $0.1 million, respectively. Management does not anticipate that there will be a material change in the balance of unrecognized tax benefits within the next 12 months.

The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. As of February 28,
2011 and as of February 28, 2010, accrued interest and penalties related to uncertain tax positions were $0.0 million and $0.1 million, respectively.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):



|                                                              |  |              | September 30, |   |      |   | September 30, | 
|------------------------------------------------------------- |  | ------------ | ------------- | - | ---- | - | ------------- | 
|                                                              |  | February 28, |              
|                                                              |  | 2011         |               |   | 2010 |  
|Unrecognized tax benefit beginning balance                    |  | $            | 0.1           |   |      | $ | 0.1           | 
|Additions based on tax positions related to the current year  |  |              |              |   |      |   |              | 
|Deductions based on tax positions related to the current year |  |              |              |   |      |   |              | 
|Additions for tax positions of prior year                     |  |              |              |   |      |   |              | 
|Deductions for tax positions of prior year                    |  |              |              |   |      |   |              | 
|Deductions due to settlements with taxing authorities         |  |              | (0.1          | ) |      |   |              | 
|Deductions due to expiration of statute of limitations        |  |              |              |   |      |   |              | 
|                                                              |  |              |               |   |      |   |               | 
|Unrecognized tax benefits ending balance                      |  | $            |              |   |      | $ | 0.1           | 
|                                                              |  |              |               |   |      |   |               | 

The tax years 2007 through 2010 remain open to examination by the major taxing jurisdictions to which the
Company is subject. However, the amount of a net operating loss carryforward can be adjusted for federal tax purposes for the three years (four years for the major state jurisdictions in which the Company operates) after the net operating loss is
utilized.

8. Business Segments, Geographic Data and Major Customers

The Company is a multinational consumer products company that designs, manufactures, imports and distributes telescopes, telescope
accessories, binoculars and other consumer products. The Company is organized and operates as one segment in one principal geographic locationNorth America. Product sales and geographic data is as follows:



F-14



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|                                    |  |                         | September 30, |  |      |   | September 30, | 
|----------------------------------- |  | ----------------------- | ------------- |  | ---- | - | ------------- | 
|                                    |  | Year Ended February 28, |              
|                                    |  | 2011                    |               |  | 2010 |  
|                                    |  | (In thousands)          |              
|Product sales:                      |  |                         |               |  |      |   |               | 
|Telescope and telescope accessories |  | $                       | 23,305        |  |      | $ | 21,910        | 
|Weather Stations                    |  |                         | 1,000         |  |      |   | 282           | 
|Binoculars                          |  |                         | 192           |  |      |   | 398           | 
|Other                               |  |                         | 1,843         |  |      |   | 755           | 
|                                    |  |                         |               |  |      |   |               | 
|                                    |  | $                       | 26,340        |  |      | $ | 23,345        | 
|                                    |  |                         |               |  |      |   |               | 



|                               |  |                         | September 30, |  |      |   | September 30, | 
|------------------------------ |  | ----------------------- | ------------- |  | ---- | - | ------------- | 
|                               |  | Year Ended February 28, |              
|                               |  | 2011                    |               |  | 2010 |  
|                               |  | (In thousands)          |              
|Geographic dataproduct sales: |  |                         |               |  |      |   |               | 
|North America                  |  | $                       | 19,647        |  |      | $ | 17,877        | 
|Europe                         |  |                         | 4,140         |  |      |   | 3,425         | 
|Other foreign/export           |  |                         | 2,553         |  |      |   | 2,043         | 
|                               |  |                         |               |  |      |   |               | 
|                               |  | $                       | 26,340        |  |      | $ | 23,345        | 
|                               |  |                         |               |  |      |   |               | 

The Company generated approximately 22% and 18% of its revenue from its top two customers during the
fiscal years ended February 28, 2011 and February 28, 2010, respectively. These customers did not have any amounts due to the Company at February 28, 2011 or February 28, 2010.

9. Income (Loss) Per Share

Basic income (loss) per share amounts exclude the dilutive effect of potential shares of common stock. Basic income (loss) per share is based upon the weighted-average number of shares of common stock
outstanding. Diluted income (loss) per share is based upon the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding for each period presented. Potential shares of common stock include
outstanding stock options and restricted stock, which may be included in the weighted average number of shares of common stock under the treasury stock method.

The total number of options and restricted shares outstanding were as follows:



|                              |  |                | September 30, |  |      |  | September 30, | 
|----------------------------- |  | -------------- | ------------- |  | ---- |  | ------------- | 
|                              |  | February 28,   |              
|                              |  | 2011           |               |  | 2010 | 
|                              |  | (In thousands) |              
|Stock options outstanding     |  |                | 78            |  |      |  | 78            | 
|Restricted shares outstanding |  |                |              |  |      |  |              | 



F-15



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



A reconciliation of the basic weighted average number of shares outstanding and the
diluted weighted average number of shares outstanding were as follows:



|                                                                                                                                                                                |  |                | September 30, |  |      |  | September 30, | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------------- |  | ---- |  | ------------- | 
|                                                                                                                                                                                |  | February 28,   |              
|                                                                                                                                                                                |  | 2011           |               |  | 2010 | 
|                                                                                                                                                                                |  | (In thousands) |              
|Basic weighted average number of shares                                                                                                                                         |  |                | 1,167         |  |      |  | 1,167         | 
|Dilutive potential shares of common stock                                                                                                                                       |  |                |              |  |      |  |              | 
|                                                                                                                                                                                |  |                |               |  |      |  |               | 
|Diluted weighted average number of shares outstanding                                                                                                                           |  |                | 1,167         |  |      |  | 1,167         | 
|Number of options excluded from the calculation of weighted average shares because the exercise prices were greater than the
average market price of the Companys common stock |  |                | 78            |  |      |  | 78            | 
|Potential shares of common stock excluded from the calculation of weighted average shares                                                                                       |  |                |              |  |      |  |              | 

Weighted average shares for the fiscal 2011 and 2010, respectively, exclude the aggregate dilutive effect
of potential shares of common stock related to stock options and restricted stock, because the Company incurred a loss and the effect would be anti-dilutive. Options with exercise prices greater than the average market price during the periods
presented are excluded from the calculation of weighted average shares outstanding because the effect would be anti-dilutive.

10. Stock
Incentive Plan

The fair value of the Companys stock options granted during the last two fiscal years was estimated
on the grant date using the Black-Scholes option-pricing model with the following assumptions:



|                           |  |                         | September 30, |   |      |  | September 30, |  
|-------------------------- |  | ----------------------- | ------------- | - | ---- |  | ------------- | -
|                           |  | Year Ended February 28, |              
|                           |  | 2011                    |               |   | 2010 | 
|Expected life (years)(1)   |  |                         | 5.8           |   |      |  | 3.8           |  
|Expected volatility(2)     |  |                         | 166           | % |      |  | 123           | %
|Risk-free interest rate(3) |  |                         | 1.2           | % |      |  | 1.9           | %
|Expected dividends         |  |                         | None          |   |      |  | None          |  



|(1) | The option term was determined using the simplified method for estimating expected option life, which qualify as plain-vanilla options.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------



|(2) | The stock volatility for each grant is measured using the weighted average of historical daily price changes of the Companys common stock over the most recent
period equal to the expected option life of the grant, adjusted for activity which is not expected to occur in the future.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The risk-free interest rate for periods equal to the expected term of the share option is based on the U.S. Treasury yield curve in effect at the time of grant.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

As of February 28, 2011 and 2010, there was approximately $0.1 million and $0.4 million, respectively, of
unrecognized compensation cost related to unvested stock options. The $0.1 million as of February 28, 2011 is expected to be recognized over a weighted-average period of approximately 2 years.

In February 1997, the Companys Board of Directors adopted the 1997 Stock Incentive Plan (the 1997 Plan). The 1997 Plan
provided for the grant of incentive and non-qualified stock options, restricted stock, stock appreciation rights (SARs), and performance share awards to certain key employees (including officers, whether or not directors) of the Company
or its subsidiaries. The Company received director and stockholder approval to grant options and other awards with respect to 275,000 shares of common stock under the 1997 Plan. Awards under the Plan generally vest after six months and become
exercisable over a two to four-year period, or as determined by the Compensation Committee of the Board of Directors. Stock options generally remain exercisable for a period of ten years from the date of grant. The Board of Directors has also
granted non-qualified stock options to purchase common stock to each of the Companys non-employee directors. The non-employee directors are granted 250 options each when elected and 250 each upon their re-election to the Board of Directors at
the Companys Annual Meeting each year. The directors options generally become exercisable in equal annual amounts over three years.



F-16



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



In June 2008, the Companys Board of Directors adopted (and the stockholders
subsequently approved) the 2008 Stock Incentive Plan (the 2008 Plan), which effectively is an extension of the 1997 Plan for an additional five years. The 2008 Plans aggregate share limit is 129,747 shares. Upon the adoption of the
2008 Plan, options can no longer be granted under the 1997 Plan.

In March 2009, the Companys Board of Directors granted
(and the stockholders subsequently approved) a stand-alone Stock Option Agreement (the Agreement) specific to Steven G. Murdock, granting him an option to purchase 37,500 shares of the Companys Common Stock.

Option activity under these plans and agreement (the Option Plans) during fiscal years 2011 and 2010 was as follows:



|                                         |  |               | September 30, |   |                               |   | September 30, |  
|---------------------------------------- |  | ------------- | ------------- | - | ----------------------------- | - | ------------- | -
|                                         |  | Option Shares |               |   | WeightedAverageExercise Price |  
|Options outstanding at February 28, 2009 |  |               | 71            |   |                               | $ | 62.60         |  
|Granted                                  |  |               | 63            |   |                               |   | 4.40          |  
|Forfeited                                |  |               | (56           | ) |                               |   | 82.00         |  
|                                         |  |               |               |   |                               |   |               |  
|Options outstanding at February 28, 2010 |  |               | 78            |   |                               |   | 17.60         |  
|Granted                                  |  |               | 1             |   |                               |   | 3.30          |  
|Forfeited                                |  |               | (1            | ) |                               |   | (100.00       | )
|                                         |  |               |               |   |                               |   |               |  
|Options outstanding at February 29, 2011 |  |               | 78            |   |                               | $ | 12.71         |  
|                                         |  |               |               |   |                               |   |               |  



|                 |  |                                | September 30, |  |                                         | September 30, |                              |   | September 30, |                                |  |  | September 30,                |  |  |   | September 30, | 
|---------------- |  | ------------------------------ | ------------- |  | --------------------------------------- | ------------- | ---------------------------- | - | ------------- | ------------------------------ |  |  | ---------------------------- |  |  | - | ------------- | 
|                 |  | At February 28, 2011           |              
|                 |  | Options Outstanding            |               |  | Options Exercisable                     |              
|Exercise Prices  |  | Number ofOptions(In thousands) |               |  | WeightedAverageRemainingContractualLife |               | WeightedAverageExercisePrice |   |               | Number ofOptions(In thousands) |  |  | WeightedAverageExercisePrice | 
|$3.00  $14.80   |  |                                | 64            |  |                                         | 8.1 years     |                              | $ | 4.40          |                                |  |  | 63                           |  |  | $ | 4.40          | 
|$15.00  $50.00  |  |                                | 8             |  |                                         | 2.1 years     |                              | $ | 43.70         |                                |  |  | 8                            |  |  | $ | 42.80         | 
|$50.20  $59.80  |  |                                | 3             |  |                                         | 3.6 years     |                              | $ | 55.90         |                                |  |  | 3                            |  |  | $ | 55.90         | 
|$60.00  $79.80  |  |                                | 2             |  |                                         | 3.2 years     |                              | $ | 63.50         |                                |  |  | 2                            |  |  | $ | 63.50         | 
|$80.00  $199.80 |  |                                | 1             |  |                                         | 0.9 years     |                              | $ | 109.60        |                                |  |  | 1                            |  |  | $ | 109.60        | 
|                 |  |                                |               |  |                                         |               |                              |   |               |                                |  |  |                              |  |  |   |               | 
|                 |  |                                | 78            |  |                                         |               |                              |   |               |                                |  |  | 77                           |  |  |   |               | 
|                 |  |                                |               |  |                                         |               |                              |   |               |                                |  |  |                              |  |  |   |               | 

The exercise prices of certain options granted to employees was equal to the market price at the grant
date. The exercise price of certain other options granted to employees was less than the market price at the grant date. Options granted to employees generally become exercisable 33% or 25% after one year and ratably over the following 24 to 36
months, respectively, or as otherwise determined by the Board of Directors. The option prices under the 1997 Plan range from $3.00 to $199.80 per share and are exercisable over periods ending no later than 2020.

On March 13, 2009, the Companys Board of Directors granted (and the stockholders subsequently approved) a stand-alone Stock
Option Agreement (the Agreement) specific to Steven G. Murdock, granting him an option to purchase 37,500 shares of the Companys Common Stock at an exercise price of $4.40 per share.

On March 19, 2007, the Company granted an award of 3,024 shares of restricted stock to Paul E. Ross, the Companys former
Senior Vice President  Finance and Chief Financial Officer. The fair value of the shares was $150,000, as measured by the closing price of the Companys stock on the Nasdaq Global Market on the grant date. The fair value of the award is
included in additional paid in capital and deferred compensation in the equity section of the accompanying Consolidated Balance Sheets. One fourth of the shares vested on each annual anniversary of the grant date. Compensation cost was recognized on
a straight line basis over the vesting period.



F-17



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



On June 1, 2007, the Company granted an award of 1,947 shares of restricted stock
to Steven L. Muellner, the Companys former President and Chief Executive Officer. The fair value of the shares was $77,892, as measured by the closing price of the Companys stock on the Nasdaq Global Market on the grant date. The shares
vested over a period of 180 days and compensation cost was recognized on a straight line basis over the vesting period.

11. Composition of
Certain Balance Sheet Accounts

The composition of accounts receivables, net of reserves, is as follows:



|                           |  |                | September 30, |   |      |   | September 30, |  
|-------------------------- |  | -------------- | ------------- | - | ---- | - | ------------- | -
|                           |  | February 28,   |              
|                           |  | 2011           |               |   | 2010 |  
|                           |  | (In thousands) |              
|Due from factor            |  | $              | 3,405         |   |      | $ | 2,359         |  
|Accounts receivable, other |  |                | (621          | ) |      |   | (176          | )
|                           |  |                |               |   |      |   |               |  
|                           |  | $              | 2,784         |   |      | $ | 2,183         |  
|                           |  |                |               |   |      |   |               |  

The total due from factor at February 28, 2011, included approximately $2.3 million of invoices
assigned on a recourse basis. Accordingly, the credit risk associated with the assigned invoices remained with the Company at February 28, 2011. As disclosed in footnote 4, the Company has a factoring agreement with FCC, LLC, d/b/a First
Capital.

The composition of inventories, net of reserves, is as follows:



|                |  |                | September 30, |  |      |   | September 30, | 
|--------------- |  | -------------- | ------------- |  | ---- | - | ------------- | 
|                |  | February 28,   |              
|                |  | 2011           |               |  | 2010 |  
|                |  | (In thousands) |              
|Raw materials   |  | $              | 2,264         |  |      | $ | 2,957         | 
|Work in process |  |                | 1,624         |  |      |   | 2,426         | 
|Finished goods  |  |                | 2,150         |  |      |   | 2,111         | 
|                |  |                |               |  |      |   |               | 
|                |  | $              | 6,038         |  |      | $ | 7,494         | 
|                |  |                |               |  |      |   |               | 

The composition of property and equipment is as follows:



|                                               |  |                | September 30, |   |      |   | September 30, |  
|---------------------------------------------- |  | -------------- | ------------- | - | ---- | - | ------------- | -
|                                               |  | February 28,   |              
|                                               |  | 2011           |               |   | 2010 |  
|                                               |  | (In thousands) |              
|Molds and dies                                 |  | $              | 7,357         |   |      | $ | 7,317         |  
|Machinery and equipment                        |  |                | 4,482         |   |      |   | 4,455         |  
|Furniture and fixtures                         |  |                | 251           |   |      |   | 256           |  
|Autos and trucks                               |  |                | 199           |   |      |   | 199           |  
|Leasehold improvements                         |  |                | 139           |   |      |   | 139           |  
|                                               |  |                |               |   |      |   |               |  
|                                               |  |                | 12,428        |   |      |   | 12,366        |  
|Less accumulated depreciation and amortization |  |                | (12,171       | ) |      |   | (11,870       | )
|                                               |  |                |               |   |      |   |               |  
|                                               |  | $              | 257           |   |      | $ | 496           |  
|                                               |  |                |               |   |      |   |               |  

For the fiscal years ended February 28, 2011 and February 28, 2010, the Company recorded
depreciation expense of $0.3 million and $0.4 million, respectively.



F-18



---

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The composition of accrued liabilities is as follows:



|                                                            |  |                | September 30, |  |      |   | September 30, | 
|----------------------------------------------------------- |  | -------------- | ------------- |  | ---- | - | ------------- | 
|                                                            |  | February 28,   |              
|                                                            |  | 2011           |               |  | 2010 |  
|                                                            |  | (In thousands) |              
|Salaries, wages, bonuses and other associated payroll costs |  | $              | 708           |  |      | $ | 401           | 
|Warranty costs                                              |  |                | 810           |  |      |   | 883           | 
|Freight expenses                                            |  |                | 88            |  |      |   | 89            | 
|Advertising and marketing expenses                          |  |                | 136           |  |      |   | 10            | 
|Professional fees                                           |  |                | 28            |  |      |   | 46            | 
|Customer deposits                                           |  |                | 161           |  |      |   | 386           | 
|Other                                                       |  |                | 218           |  |      |   | 509           | 
|                                                            |  |                |               |  |      |   |               | 
|                                                            |  | $              | 2,149         |  |      | $ | 2,324         | 
|                                                            |  |                |               |  |      |   |               | 



F-19



---

SIGNATURES

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

Dated: March 5, 2012



MEADE INSTRUMENTS CORP.By:

/s/STEVEN G.
MURDOCKSteven G. MurdockChief Executive Officer(Principal Executive Officer)


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



|                                                            |  |                                                                                                                        |  |              
|----------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | -------------
|Signature                                                   |  | Title                                                                                                                  |  | Date         
|                                                            |  |                                                                                                                       
|/s/ STEVEN G. MURDOCK
Steven G. Murdock                     |  | Director, Chief Executive Officer (Principal Executive Officer)                                                        |  | March 5, 2012
|                                                            |  |                                                                                                                       
|/s/ JOHN A. ELWOOD John A. Elwood                           |  | Senior Vice PresidentFinance and Administration, Chief Financial Officer (Principal Financial and Accounting Officer) |  | March 5, 2012
|                                                            |  |                                                                                                                       
|/s/ TIMOTHY C. MCQUAY
Timothy C. McQuay                     |  | Director and Chairman of the Board                                                                                     |  | March 5, 2012
|                                                            |  |                                                                                                                       
|/S/ MARK D. PETERSON
Mark D. Peterson                       |  | Director                                                                                                               |  | March 5, 2012
|                                                            |  |                                                                                                                       
|/s/ FREDERICK H. SCHNEIDER, JR.
Frederick H. Schneider, Jr. |  | Director                                                                                                               |  | March 5, 2012
|                                                            |  |                                                                                                                       
|/s/ PAUL D. SONKIN Paul D. Sonkin                           |  | Director                                                                                                               |  | March 5, 2012
|                                                            |  |                                                                                                                       
|/s/ MICHAEL R. HAYNES
Michael R. Haynes                     |  | Director                                                                                                               |  | March 5, 2012



---

IIVALUATION AND QUALIFYING ACCOUNTS

(In thousands)



|                                |  |                    | September 30, |  |                              |   | September 30, |               |  |   | September 30,           |  |  |   | September 30, | 
|------------------------------- |  | ------------------ | ------------- |  | ---------------------------- | - | ------------- | ------------- |  | - | ----------------------- |  |  | - | ------------- | 
|                                |  | Balance At         |               |  |                              |   |               |               |  |   |                         | 
|Allowance for Doubtful Accounts |  | Beginning ofPeriod |               |  | Charged to Costsand
Expenses |   |               | Deductions(1) |  |   | Balance At Endof
Period | 
|Year ended February 28, 2011    |  | $                  | 416           |  |                              | $ | 31            |               |  | $ | 39                      |  |  | $ | 408           | 
|Year ended February 28, 2010    |  | $                  | 521           |  |                              | $ | 36            |               |  | $ | 141                     |  |  | $ | 416           | 



|                                             |  |              | September 30, |  |                  |   | September 30, |               |  |   | September 30,  |  |  |   | September 30, | 
|-------------------------------------------- |  | ------------ | ------------- |  | ---------------- | - | ------------- | ------------- |  | - | -------------- |  |  | - | ------------- | 
|                                             |  | Balance At   |               |  |                  |   |               |               |  |   |                | 
|                                             |  | Beginning of |               |  | Charged to Costs |   |               |               |  |   | Balance At End | 
|Reserves for Excess and Obsolete Inventories |  | Period       |               |  | and Expenses     |   |               | Deductions(2) |  |   | of Period      | 
|Year ended February 28, 2011                 |  | $            | 2,583         |  |                  | $ | 110           |               |  | $ | 543            |  |  | $ | 2,150         | 
|Year ended February 28, 2010                 |  | $            | 3,413         |  |                  | $ | 96            |               |  | $ | 926            |  |  | $ | 2,583         | 



|(1) | Principally recoveries and write-off of delinquent accounts
|--- | -----------------------------------------------------------



|(2) | Principally sale or destruction of previously reserved inventory
|--- | ----------------------------------------------------------------



---

EXHIBIT INDEX



|            |  |                                                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Title or Description                                                                                                                    
|            | 
|23.1        |  | Consent of Independent Registered Public Accounting FirmMoss Adams LLP                                                                         
|            | 
|31.1        |  | Rule 13a-14(a)/15d-14(a) Certification  Principal Executive Officer                                                                            
|            | 
|31.2        |  | Rule 13a-14(a)/15d-14(a) Certification  Principal Financial Officer                                                                            
|            | 
|32.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002  Chief Executive Officer
|            | 
|32.2        |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002  Chief Financial Officer