POWER SPECTRA INC /CA/
10-Q, 1998-09-10
MEASURING & CONTROLLING DEVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]   Quarterly  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
      Exchange Act of 1934 for the quarterly period ended June 30, 1998

                                       or

[ ]   Transition  Report  pursuant  to  Section  13 or 15(d)  of the  Securities
      Exchange Act of 1934 for the transition period from  __________________ to
      _____________________

                         Commission file number 0-16672

                               Power Spectra, Inc.
             (Exact Name of Registrant as Specified in its Charter)

          California                                           94-2687782
- --------------------------------------------------------------------------------
 (State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                            Identification No.)

      919  Hermosa Court
         Sunnyvale, CA                                                94086-4103
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                 (408) 737-7977

              (Registrant's telephone number, including area code)

                                 Not applicable

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

      Indicate by check mark  whether the  registrant  (1) has filed all reports
      required to be filed by Section 13 or 15 (d) of the Securities Act of 1934
      during the  preceding  12 months  (or for such  shorter  periods  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 the number of shares  outstanding of each of the issuer's classes
      of common stock of the latest practicable date.

                                                   Outstanding at
                         Class                    August 14, 1998
                    ----------------              ---------------
                    Shares of Common                26,020,459
                    Stock, no par value


================================================================================


<PAGE>

Power Spectra, Inc.
Item 1: Financial Statements
<TABLE>
                                                  Balance Sheets
                                                  (In thousands)
<CAPTION>
                                                                              June 30,         December 31,
Assets:                                                                        1998                1997
                                                                           ------------        -------------
<S>                                                                        <C>                 <C>
                  Cash and cash equivalents                                $        190        $      441
                  Accounts receivable                                                13                13
                  Receivable from affiliate                                          25               250
                  Inventories, principally purchased parts                          320               232
                  Other current assets                                               79                30
                                                                           ------------        ----------
                           Total current assets                                     627               966
         Equipment, furniture and
                  leasehold improvements                                          1,321             1,321
           Less accumulated depreciation                                         (1,117)           (1,061)
                                                                           ------------        ----------
           Net fixed assets                                                         204               260

         Patents (net of amortization)                                              112                78
         Other assets                                                                62                27
                                                                           ------------        ----------
Total assets                                                               $      1,005        $    1,331
                                                                           ============        ==========

Liabilities and stockholders' equity:
         Current liabilities:
                  Accounts payable                                         $        655        $      311
                  Accrued compensation expense                                      203               128
                  Deferred contract revenue                                         433               433
                  Allowance for contract losses                                     100               100
                  Short term notes payable                                          138                --
                  Accrued professional fees                                          81                74
                   Preferred stock dividend payable                                 333               241
                  Other current liabilities                                          28                28
                                                                           ------------        ----------
           Total current liabilities                                              1,971             1,315

Stockholders' equity:
         Preferred stock                                                          1,375             1,666
         Common stock                                                            16,813            16,253
         Accumulated deficit                                                    (19,154)          (17,903)
                                                                           ------------        ----------
Total stockholders' equity (deficit)                                               (966)               16
                                                                           ------------        ----------
Total liabilities and stockholders' equity                                 $      1,005        $    1,331
                                                                           ============        ==========

<FN>
See notes to financial statements.
</FN>
</TABLE>
                                        2
<PAGE>

Power Spectra, Inc.
Item 1: Financial Statements
<TABLE>
                                             Statements of Operations
                                       (In thousands except per share data)
<CAPTION>
                                                 Six Months Ended                   Three Months Ended
                                             June 30,         June 30,            June 30,          June 30,
                                               1998             1997                 1998             1997
- ----------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>               <C>               <C>      
Revenue                                    $     454         $     587         $      200        $     230

Costs and expenses:
     Cost of revenue                             833               905                427              407
     Sales and marketing                          34                88                 13               47
     Research and development                    352               153                112              129
     General and administrative                  437               494                206              264
                                           ---------         ---------         ----------        ---------
         Total operating costs                 1,656             1,640                758              847
                                           ---------         ---------         ----------        ---------
Operating loss                                (1,202)           (1,053)              (558)            (617)
Other income                                      44                13                 43                9
                                           ---------         ---------         ----------        ---------
Loss before income taxes                      (1,158)           (1,040)              (515)            (608)
Provision for income taxes                         1                 1                 --                1
                                           ---------         ---------         ----------        ---------
Net loss                                   $  (1,159)        $  (1,041)        $     (515)       $    (609)
                                           =========         =========         ==========        =========

Net loss applicable to common
 shares                                    $  (1,251)        $  (1,136)        $     (563)       $    (657)
                                           =========         =========         ==========        =========
Net loss per common share
(basic and diluted)                        $   (0.05)        $   (0.06)        $    (0.02)       $   (0.03)
                                           =========         =========         ==========        =========

<FN>
See notes to financial statements.
</FN>
</TABLE>

                                        3

<PAGE>


Power Spectra Inc.
Item 1: Financial Statements
<TABLE>
                                             Statements of Cash Flows
                                                  (In thousands)
<CAPTION>

                                                                                          Six Months Ended
                                                                                          ----------------
                                                                                              June 30,
                                                                                              --------
                                                                                        1998             1997
                                                                                     ------------     -----------
<S>                                                                                  <C>              <C>
Cash flows from operating activities:                                               
     Net loss                                                                        $  (1,159)       $   (1,041)
     Adjustments to reconcile net loss to cash used in operating activities:        
     Depreciation and amortization                                                          60                69
     Common stock issued for services                                                       38                38
     Changes in assets and liabilities:                                             
         Accounts receivable                                                                --               (40)
         Receivable from affiliates                                                        225                --
         Inventories                                                                       (88)             (117)
         Other current assets                                                              (49)               16
         Accounts payable                                                                  344               (66)
         Accrued compensation expense                                                       75                16
         Short term notes payable                                                          138                --
         Other current liabilities                                                           7                24
                                                                                     ---------        ----------
    Net cash used in operating activities                                                 (409)           (1,101)
Cash flows from investing activities                                                
   Increase in other assets                                                                (35)               (1)
   Patent additions                                                                        (38)              (23)
                                                                                     ---------        ----------
Net cash used in investing activities                                                      (71)              (24)
Cash flows from financing activities                                                
     Proceeds from sale of common stock                                                    229             1,012
                                                                                     ---------        ----------
     Net cash used in financing activities                                                 229             1,012
                                                                                     ---------        ----------
Net increase (decrease) in cash and cash equivalents                                      (251)             (113)
Cash and cash equivalents, beginning of period                                             441               843
                                                                                     ---------        ----------
Cash and cash equivalents, end of period                                             $     190        $      730
                                                                                     =========        ==========
Supplemental schedule of cash flow information: Cash paid during the period for:
         Income taxes                                                                $       1        $        1
                                                                                     =========        ==========
<FN>
See notes to financial statements.
</FN>
</TABLE>

                                        4

<PAGE>


                               Power Spectra Inc.
                          Notes to Financial Statements
                                  June 30, 1998

1.   Basis for Presentation:

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. Operating results for the six month period ended June 30, 1998 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 1998. For further  information,  refer to "Factors Affecting Future
Results," and to the financial  statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.

2.   Computation of Loss Per Share:

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting Standards No. 128 (SFAS 128), "Earnings Per Share." The
Company has adopted SFAS 128 for the periods presented. The adoption of SFAS 128
had no impact on  previously  reported  loss per share for the six months  ended
June 30, 1997.  Under the provisions of SFAS 128,  primary earnings per share is
replaced by basic  earnings per share and the dilutive  effect of stock options,
warrants,  convertible  stock,  and contingent stock issuances are excluded from
the  calculation.  For companies  like Power Spectra with  potentially  dilutive
securities  such  as  stock  options,   warrants,   convertible  securities  and
contingent  stock  issuances,  fully  diluted  earnings per share is replaced by
diluted  earnings  per  share.  Loss per common  share is based on the  weighted
average of common shares  outstanding for all periods  presented,  using the net
loss after deducting Series A and Series B Preferred Stock dividends in 1998 and
1997.  The assumed  exercise of options and warrants and assumed  conversion  of
convertible  securities  have not been  included in the  diluted  loss per share
computation as the effect would be anti-dilutive.

     The weighted average number of shares outstanding at June 30, 1998 and June
30, 1997 were 24,295,686 and 19,901,452 for the quarter ended, respectively, and
24,137,478 and 18,040978 for the six months, respectively.



<PAGE>


<TABLE>
<CAPTION>
                                            Six Months Ended                          Three Months Ended
                                                June 30,                                   June 30,
                                  -------------------------------------       -----------------------------------
                                        1998               1997                     1998              1997
                                  -------------------------------------       -----------------------------------
<S>                                  <C>                <C>                       <C>              <C>       
Net loss                             ($1,159,000)       ($1,041,000)              ($515,000)       ($609,000)
Less: accrual of preferred
dividends                                 92,000             95,000                  48,000           48,000
                                  -------------------------------------       -----------------------------------
Net loss applicable to common
shares                               ($1,251,000)       ($1,136,000)              ($563,000)       ($657,000)
                                  -------------------------------------       -----------------------------------
Loss per share - basic and
diluted                                   ($0.05)            ($0.06)                 ($0.02)          ($0.03)
                                  -------------------------------------       -----------------------------------
Weighted average shares of
common stock outstanding              24,137,474         18,040,978              24,295,686       19,901,452
                                  -------------------------------------       -----------------------------------
Common stock equivalent shares
from stock options using the
treasury stock method
                                              --                 --                      --               --
                                  -------------------------------------       -----------------------------------
Number of shares used in the
per share computation                 24,137,474         18,040,978              24,295,686       19,901,452
                                  -------------------------------------       -----------------------------------
</TABLE>

3.   Common Stock:

     As of August 13,  1998,  the Company is  obligated  to issue an  additional
384,000  shares  of  Common  Stock  to  participants  of the  Company's  private
placement  of Common  Stock which  closed on November  11,  1997,  as  penalties
relating to the registration of shares purchased in that placement. To date this
stock has not been issued.

4.   Subsequent Events.

     On  August  27,  1998,  the  Company  announced  that it had  laid  off all
employees due to lack of operating  capital,  pending the securing of additional
financing.

                                       6

<PAGE>


Power Spectra Inc.
Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


     This  Report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"). The  forward-looking  statements  contained herein are subject to certain
risks and  uncertainties,  including those discussed herein and in the Company's
Annual  Report on Form 10-K for the fiscal year ended  December 31,  1997,  that
could  cause  actual  results  to differ  materially  from  those  projected  or
discussed.  Investors  are  cautioned  not to  place  undue  reliance  on  these
forward-looking  statements,  which reflect management's analysis only as of the
date  hereof.  The Company  undertakes  no  obligation  to publicly  release the
results of any revision to these forward-looking  statements that may be made to
reflect  events  or  circumstances  after  the date  hereof  or to  reflect  the
occurrence of unanticipated events.

Recent Development

     Due  to  a  severe  financial  crisis  which  prevented  the  Company  from
continuing its operations,  on August 27, 1998, the Company's Board of Directors
voted  to lay  off all of the  remaining  employees,  pending  the  securing  of
additional  financing.  No  decision  has been made about a filing  for  federal
bankruptcy  protection.  The Company is currently  not  conducting  its ordinary
business,  but senior management is actively pursuing various  possibilities for
restructuring  and financing the business on a going forward basis.  There is no
assurance that the efforts of management  will be successful or that the Company
will be able to continue as a going concern.

Results of Operations

     Revenues for the second quarter ended June 30, 1998 were $200,000  compared
to $230,000  for the same  period  ended June 30,  1997,  a decrease of $30,000.
Revenues  for the first six months  ended June 30,  1997 and June 30,  1998 were
$454,000  and  $587,000  respectively.  Revenues in the first half 1998 from the
Company's   $1,200,000   contract   (the   "LandRay   Contract")   with  LandRay
Technologies,  Inc.  ("LandRay"),  a corporation in which the Company was one of
the  founders  and  remains  an equity  owner,  were  $450,000,  or 99% of total
revenues compared to $500,000 or 85% of revenues in the same period in 1997. The
Company has received  full payment on the current  LandRay  Contract.  As of the
date of this  report,  LandRay  has not  exercised  its  option to  acquire  the
licenses  and to  contract  for  the  development  work  on the  Imager(TM)  and
Borehole-to-Borehole(TM)  ground  penetrating  radar systems.  The option may be
exercised until December 17, 1998. Failure to obtain the follow-on contract will
have a severely  adverse impact on the Company.  Revenues in future periods will
also be impacted by the nature and timing of any restructuring and financing the
Company is able to accomplish in its efforts to recommence  operations following
its shutdown of  operations on August 27, 1998. It currently has no employees on
its payroll engaged in revenue-generating activities.

                                       7

<PAGE>

     The 1998  second  quarter  net loss was  $515,000,  a  decrease  of $94,000
(15.5%) over the net loss of $609,000  recorded in the 1997 second  quarter.  In
the second  quarter,  the  decrease  in the net loss was due to lower  operating
costs,  particularly  marketing expense and general and administrative  expense.
The 1998 first six months  net loss was  $1,159,000,  an  increase  of  $118,000
(11.3%)  over 1997 first half net loss of  $1,041,000.  The  increase in the net
loss for the six month period was attributable  primarily to a $199,000 increase
in research and development  spending  primarily  related to the vehicle mounted
radar system.  As of August 27, 1998,  the Company is conducting no research and
development  activities until additional funding can be secured,  of which there
is no assurance.

     In the aggregate, operating expenses increased by $16,000 in the first half
of 1998  compared to the same period in 1997.  The cost of revenue  decreased by
$72,000 due to reduced overhead  expenditures,  and sales and marketing expenses
decreased by $54,000 as advertising and exhibition  costs were reduced  compared
to 1997. General and  administrative  costs decreased by $57,000 compared to the
1997 first half. Since the Company has ceased  operations as of August 27, 1998,
the operating  expenses will be expected to decrease or be eliminated until such
time as management is able to restructure the Company and recommence operations.

     Other  income  increased  $31,000 in 1998 as the  Company  sold some unused
equipment which had been previously written down.

Liquidity and Capital Resources

     During the 1998 first six months,  cash and cash  equivalents  decreased by
$251,000 due to the net loss from operations,  offset primarily by collection of
$400,000 from LandRay.

     Inventories  increased by 40%, or $88,000,  from  December 31, 1997 to June
30, 1998 in  anticipation  of orders  primarily  for the  electro-optical  range
finder.

     Accounts payable  increased 111% from December 31, 1997 to $655,000 at June
30, 1998 due to increased  purchases  related to the  SEEKER(TM) and the vehicle
mounted radar system.  The accrued  compensation  expense  balance  increased by
$75,000, a 59% increase over the balance at December 31, 1997, due to the timing
of payrolls,  and employees  taking less paid time off, which resulted in larger
accruals on the books.  The Company entered into short term notes with officers,
directors and a former officer for $138,000,  which was used for working capital
requirements.  Preferred  stock  dividend  payable  increased  by  $92,000  over
December 31, 1997 as the Company did not meet California  statutory criteria for
any dividend distribution.

     There was no backlog at June 30, 1998, whereas at June 30 1997, backlog was
$727,000 of which 96% consisted of  commitments  under the $1.2 million  LandRay
Contract.  The $1.2 million  LandRay  Contract was  completed in the 1998 second
quarter.

                                       8

<PAGE>

     The Company,  due to lack of operating  capital,  laid off all employees on
August 27, 1998 pending  securing  additional  financing.  The Company's  senior
management is actively  pursuing all  available  options for  restructuring  and
financing  the Company for the future.  However,  it currently has no definitive
plans.  Failure to reach some  accommodation in this regard will ultimately lead
to the necessity to file for bankruptcy  protection.  There is no assurance that
management's efforts will be successful.

Factors Affecting Future Results:

     Cessation  of  Operations.  On August  27,  1998,  the  Company's  Board of
Directors  voted to lay off the Company's  remaining  employees due to a lack of
operating  capital  and  no  immediate  source  of  funding  available.   Unless
management  is  successful  in its efforts to find new sources of capital and to
restructure the Company,  the Company will be unable to continue in existence as
an independent  company.  The Company currently has not definitive plans in this
regard.

     Need for Additional  Capital/Ability  to Continue as a Going  Concern.  The
Company's  independent  accountants,  in their report  regarding  the  Company's
financial  statements  for the year ended  December 31, 1997,  have  included an
explanatory  paragraph noting the Company's  recurring  substantial  losses from
operations raise  substantial doubt about the Company's ability to continue as a
going  concern.  The ability of the  Company to  continue as a going  concern is
contingent  upon its ability to secure  additional  financings,  as to which the
Company currently has plans but no specific or definitive commitments.  There is
no assurance  that the Company will be able to secure  adequate  financing or to
carry out its current business plan. The Company has commenced efforts to obtain
additional equity and debt financing. If any additional funds are raised through
the issuance of equity securities,  the percentage ownership of the shareholders
of the Company will be reduced, shareholders may experience significant dilution
and such equity securities may have rights,  preferences or privileges senior to
those of the Company's  Common Stock.  There can be no assurance that additional
financing  will be available,  or that if available,  such  financing  will have
terms  favorable to the Company or its present  shareholders.  Failure to secure
adequate funding could result in the Company  necessarily  filing for bankruptcy
protection.

     In addition,  if the Company is not successful in replacing the revenue and
cash  generated by the LandRay  Contract,  which was completed in June 1998, the
Company's  ability  to  operate in  accordance  with its plans will be  severely
jeopardized.   The  Company  does  not  presently  have  access  to  any  credit
facilities.

     History of Losses;  Accumulated Deficit.  Since its inception,  the Company
has  generally  operated at a loss since  government  contract  revenues,  which
represent most of the historical  revenues of the Company,  and other sources of
income were  insufficient  to cover  general and  administrative,  research  and
development  and other costs incurred by the Company.  The Company  recorded net
losses of  $2,647,399,  $3,788,299,  and $2,562,230 for the years ended December
31, 1997, December 31, 1996 and December 31, 1995, respectively. At December 31,
1997, the Company had an accumulated deficit of $17,902,959, which had increased
to $19,54,000 at June 30, 1998.  Assuming the Company can recommence  operations
(see "--Cessation of Operations"),  the Company

                                       9

<PAGE>

expects  that it will  continue  to incur  losses  until its  contract  revenues
increase  substantially  from  current  levels or the Company  begins to receive
significant  product  sales  and  license  and/or  royalty  income.  There is no
assurance that the Company will achieve profitable operations in the foreseeable
future, if at all.  Although the Company has  substantially  reduced the size of
its  operations  over the last two years and has  currently  ceased  operations,
there can be no assurance  that the  Company's  revenues  and proceeds  from the
equity or debt  financings (if obtained) will be sufficient to allow the Company
to successfully reorganize and recommence operations.

     Dependence upon the LandRay.  The Company's  relationship  with LandRay has
been a significant  source of revenues  since the first  contract was awarded to
the Company in 1996.  The Company's  relationship  with LandRay was an extremely
significant source of revenue during 1996 and 1997 and throughout the first half
of 1998.  The Company  recognized  revenue from the LandRay  Contract based upon
attainment of milestones  delineated  in the contract.  The most recent  LandRay
Contract was completed in the 1998 second quarter.  If LandRay does not exercise
its option to obtain the licenses and enter into a development  contract for the
Imager  and  Borehole  to  Borehole  GPR  systems,  the  Company  will  have  no
significant revenue source.

     Need to  Successfully  Launch  and  Fund New  Ventures.  The  Company  must
continue to seek and obtain other sources of revenue to  reinitiate  operations.
Since  its  inception  nearly  all of the  Company's  revenues  have  come  from
defense-related  research  and  development  contracts  related to the  BASS(TM)
development and  applications.  The Company  currently is seeking to exploit its
technology for applications in commercial and industrial markets to provide such
revenue.  Participating in the founding of LandRay and entering into the license
and  development  contracts  with LandRay  were steps in this  commercialization
process.  The LandRay venture and any future  ventures will require  significant
funding in order to enable the Company and its  strategic  partners to carry out
their  respective  plans of operations.  There can be no assurances that LandRay
will be able to raise adequate funding on acceptable terms or that it will agree
to exercise  its option to continue  development  of the GPR  systems,  that the
Company  will  be  able to  successfully  enter  into  any  additional  suitable
strategic  partnership or joint venture  arrangements or that such arrangements,
when  entered  into,  will  prove  to be  beneficial  for  the  Company  and its
shareholders.  There also can be no  assurance  that any future  agreements,  if
consummated,  will generate  sufficient revenues to replace the existing LandRay
contract  which was  completed  in June 1998.  Failure to succeed in one or more
strategic  partnerships  or joint  venture  relationships  will have a  material
adverse effect on the Company's  ability to resume its plan of operations and on
its results.

     Product  Development and  Enhancements.  The development of GPR systems and
other remote  sensing  products as well as high power  switching  components and
products is a complex  engineering effort involving  significant risk. While the
Company   believes  it  has  completed   development  of  its  core  technology,
significant  additional  development  efforts  must be made in order to  achieve
commercial  acceptance  of its products.  Such efforts will require  substantial
additional  capital,  the  source and  timing of which is  unknown.  There is no
assurance  that the Company will succeed in raising the needed capital or in the
product development efforts, even if the necessary funding is raised.

                                       10

<PAGE>

     Complex Manufacturing Process; Manufacturing Capacity. Due to the cessation
of operations as of August 27, 1998, the Company currently is not engaged in any
manufacturing activity.  However, assuming it is able to resume operations,  its
manufacturing  processes  present material risks. The manufacture of GPR systems
and remote  sensing  products  as well as  semiconductor-based  power  switching
devices is highly complex and sensitive to a wide variety of factors,  including
the level of contaminants in the  manufacturing  environment,  impurities in the
materials  used,  and the  performance  of  personnel  as well  as  vendors  and
suppliers.  The Company has periodically  experienced yield problems,  and there
can be no  assurance  that these  problems  will no recur.  Should  the  Company
experience   protracted   production   delays   attributable  to   manufacturing
complexity, its ability to deliver products would be materially affected. In the
event that the Company commences  significant  commercial  shipments,  it may be
required to obtain third party manufacturing services.

     Dependence  on  Government  Contracts;  Limited  Commercial  Sales to Date.
Historically  a  material  portion  of  the  Company's  business  resulted  from
contracts with or for government  agencies.  The Company expects that dependence
on such contracts for a portion of its revenues will decline in the  foreseeable
future.  Notwithstanding  the fact that the  applicability of both the Company's
BASS(TM) and PSIristor(TM) device technology to ground penetrating radar systems
has  been  technically  demonstrated,  with  the  exception  of the  development
contract  from LandRay,  at this early stage of its shift in strategic  business
focus, the Company has not yet generated  significant revenues from sales of its
commercial   products.   The  first  GPR  product  developed  for  LandRay,  the
SEEKER(TM), is currently ready for production as the two deliverable units under
the SEEKER(TM) development contract were delivered in June 1998, and they are in
daily use in a working gold mine.  In addition,  there can be no assurance  that
potential  future products and  applications of the Company's core  technologies
which  the  Company  is  considering  pursuing,  but  which  have  not yet  been
developed,  tested or deployed,  will be  successfully  developed or accepted in
their  target  markets,  that  revenues  generated  by  such  products  will  be
sufficient  to return the cost of their  development,  that the Company  will be
successful in  developing  additional  new  products,  that the Company will not
experience  delays in  developing  such  products,  or that such  products  will
achieve commercial success. A sustained failure to successfully develop and sell
new products would have a material adverse effect on the Company's  business and
its results of operations.

     Limited Sales and Marketing  Capability;  Future Reliance on  Distributors.
The  Company  currently  as no  marketing  or sales  force  and is  pursuing  no
marketing activities.  Assuming the Company is able to recommence operations, it
will be required to establish such marketing and sales staff in order to execute
its plans for increasing  commercial sales. In addition,  in order to materially
increase  revenues  and achieve  sustained  profitability  (of which there is no
assurance) as the Company  continues to commercialize  its products,  it expects
that it will be  required  to depend  upon  distributors.  While any  particular
distributor may have an extensive  distribution network,  distributors typically
represent other third-party suppliers,  including competitors of the Company, to
whom they may  devote  greater  time,  effort,  and  attention.  There can be no
assurance   that  the

                                       11

<PAGE>

Company will successfully establish the requisite distribution  relationships or
that those relationships will result in increased revenues.

     Competition.  The markets for the Company's  products are  competitive  and
characterized by rapid  technological  change and changes in market demand.  The
Company's  competitive  position  is  affected  by all of these  factors  and by
industry  competition  for  effective  sales  and  distribution   channels.  The
Company's potential and existing  competitors include major ultrasonic proximity
sensor  vendors,  a small  number  of  which  dominate  the  market.  All of the
Company's competitors have substantially greater financial, technical, marketing
and other resources than does the Company.  The Company expects that its markets
will become more competitive in the future, and there is no assurance,  assuming
the  Company  is  able  to  recommence  operations,  that  it  will  be  able to
successfully compete in its selected markets.

     Volatility  of Stock Price.  The market price of the Common Stock is highly
volatile.  Factors such as  variations in the  Company's  operating  results and
announcements of  technological  innovations or price reductions by the Company,
its competitors or providers of alternative products and processes may cause the
market price of the Common Stock to fluctuate  substantially.  In addition,  the
securities  markets  have  recently  experienced  substantial  price and  volume
fluctuations that have particularly  affected  technology-based  companies,  and
resulted in changes in the market  prices of the stocks of many  companies  that
have not been directly related to the operating  performance of those companies.
The price of the Company's  Common Stock is particularly  susceptible to extreme
fluctuation  because  of thin  trading  volume in the  Common  Stock and lack of
widely available pricing information.

                                       12

<PAGE>



Power Spectra Inc.
Part II -  Other Information


ITEM 1.     LEGAL PROCEEDINGS.

     None.

ITEM 2.     CHANGES IN SECURITIES.

     None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

     None.

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

     None.

ITEM 5.     OTHER INFORMATION.

     None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

     a.     Exhibits

     27.1   Financial Data Schedule

     b.     Reports on Form 8-K during the quarter ended June 30, 1998

               During the period  covered by this  report,  the  Company did not
               file any reports on Form 8-K.

                                       13

<PAGE>


                               Power Spectra Inc.
                                  June 30, 1998



                                   Signatures



         Pursuant to the  requirements  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.


                               Power Spectra Inc.



         Date: September 2, 1998                      By:   /s/ Edward J. Lamb
              ------------------------------             ---------------------
                                                         Edward J. Lamb
                                                         Chief Financial Officer


                                       14

<PAGE>


                                  Exhibit Index


Exhibit
   No.            Description
- -----------------------------

27.1              Financial Data Schedule


                                       15


<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
financial statements in the Quarterly Report on Form 10-Q of Power Spectra, Inc.
for the six months  ended June 30,  1998 and is  qualified  in its  entirety  by
reference to such financial statements.
</LEGEND> 
<CIK>                                          0000777527
<NAME>                                         Power Spectra, Inc.
<MULTIPLIER>                                   1,000
<CURRENCY>                                     USD
                                                
<S>                             <C>             
<PERIOD-TYPE>                   6-MOS           
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 DEC-31-1997
<PERIOD-END>                                   JUN-30-1998
<EXCHANGE-RATE>                                1       
<CASH>                                         190     
<SECURITIES>                                   0       
<RECEIVABLES>                                  13      
<ALLOWANCES>                                   0       
<INVENTORY>                                    320     
<CURRENT-ASSETS>                               627     
<PP&E>                                         1,321   
<DEPRECIATION>                                 1,117   
<TOTAL-ASSETS>                                 1,005   
<CURRENT-LIABILITIES>                          1,971   
<BONDS>                                        0       
                          0       
                                    1,375   
<COMMON>                                       16,813  
<OTHER-SE>                                     (19,154)
<TOTAL-LIABILITY-AND-EQUITY>                   1,005   
<SALES>                                        454     
<TOTAL-REVENUES>                               454     
<CGS>                                          833     
<TOTAL-COSTS>                                  1,656   
<OTHER-EXPENSES>                               0       
<LOSS-PROVISION>                               0       
<INTEREST-EXPENSE>                             0       
<INCOME-PRETAX>                                (1,158) 
<INCOME-TAX>                                   1       
<INCOME-CONTINUING>                            (1,159) 
<DISCONTINUED>                                 0       
<EXTRAORDINARY>                                0       
<CHANGES>                                      0       
<NET-INCOME>                                   (1,159) 
<EPS-PRIMARY>                                  (0.05)  
<EPS-DILUTED>                                  (0.05)  
                                                       

</TABLE>


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