FIRETECTOR INC
10QSB, 1999-08-13
COMMUNICATIONS EQUIPMENT, NEC
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<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934
             For the fiscal quarter ended June 30, 1999

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
             For the transition period from      to

             Commission file number 0-17580

                                 FIRETECTOR INC.

                      -----------------------------------
        (Exact name of small business issuer as specified in its charter)

        Delaware                                          11-2941299
(State or jurisdiction of incorporation     (IRS employer identification Number)
or organization)

262 Duffy Avenue, Hicksville, New York               11801
(Address of principal executive offices             Zip Code)

                           (516) 433-4700
       (Registrant's telephone number, including area code)


Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes[ X ] No[
]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of August 12, 1999,  1,571,097
shares of Registrant's Common Stock were issued and outstanding.

Transitional Small Business Disclosure Format (check one Yes[    ]      No[ X ]
<PAGE>
                                     INDEX


Part I - Financial Information (unaudited)

         Item 1.  Financial Statements.

          Consolidated Balance Sheet as at June 30, 1999

          Consolidated Statements of Operations for the Three Month
            Periods Ended June 30, 1999 and 1998

         Consolidated Statements of Operations for the Nine Month
            Periods Ended June 30, 1999 and 1998

          Consolidated Statements of Cash Flows for the Nine
            Month Periods Ended June 30, 1999 and 1998


          Notes to Consolidated Financial Statements

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

Part II - Other Information

         Item 1.    Legal Proceedings.

         Item 2.    Changes in Securities.

         Item 3.    Defaults Upon Senior Securities.

         Item 4.    Submission of Matters to a Vote of Security.
                     Holders.

         Item 5.    Other Information.

         Item 6.    Exhibits and Reports on Form 8-K

         Signatures
<PAGE>
                        FIRETECTOR INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)



                                                         June 30, 1999
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                               $  179,616
  Accounts receivable, principally trade, less
   allowance for doubtful accounts of $233,814             5,466,237
 Inventories                                               2,382,129
  Deferred taxes                                             168,000
  Prepaid expenses and other current assets                  197,729
                                                           ----------
   TOTAL CURRENT ASSETS                                    8,393,711
                                                           ----------


PROPERTY, PLANT AND EQUIPMENT -at cost, less
   accumulated depreciation and
   amortization of $947,185                                  308,289


SOFTWARE DEVELOPMENT COSTS, net                                1,548

OTHER ASSETS                                                 248,654

DEFERRED TAXES                                               126,000
                                                           ----------
   TOTAL ASSETS                                           $9,078,202
                                                           ==========

See accompanying Notes to the Consolidated Financial Statements

<PAGE>
                        FIRETECTOR INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)



                                                                 June 30, 1999

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Note payable to Mirtronics                                        $423,188
   Other notes payable - principally to affiliate                      75,753
   Accounts payable and accrued expenses                            2,214,361
   Unearned service revenue                                           321,637
   Current portion of capital lease obligations                        26,404
                                                                   -----------
   TOTAL CURRENT LIABILITIES                                        3,061,343
                                                                   -----------


   Note payable to bank                                             2,050,790
   Other notes payable, less current portion                          193,679
   Capital lease obligations, less current portion                     32,686
                                                                   -----------
   TOTAL LIABILITIES                                                5,338,498
                                                                   -----------

STOCKHOLDERS' EQUITY

  Convertible preferred stock, 2,000,000 shares authorized-
     $1.00 par value; none issued and outstanding
  Common stock, 25,000,000 shares authorized, $.001
     par value; issued and outstanding 1,571,097 shares                 1,571
  Capital in excess of par                                          5,158,624
  Deficit                                                          (1,420,491)
                                                                   -----------
TOTAL STOCKHOLDERS' EQUITY                                          3,739,704
                                                                   -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $9,078,202
                                                                   ==========

See accompanying Notes to the Consolidated Financial Statements

<PAGE>

                        FIRETECTOR INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)




                                                      For the Nine months ended
                                                               June 30,
                                                         1999            1998
                                                       -------        ---------

 Net sales                                           $ 9,254,047    $ 6,936,817
 Service revenue                                       3,082,690      3,208,808
                                                      -----------    -----------
 Total revenues                                       12,336,737     10,145,625
                                                      -----------    -----------


 Cost of sales                                         6,197,644      4,496,564
 Cost of service                                       2,161,873      2,046,960
 Selling, general and administrative                   3,227,088      3,057,678
 Interest expense                                        187,109        186,514
 Depreciation and amortization expense                   162,387        156,668
 Other (income) - net                                     (8,578)       (30,796)
                                                      -----------    -----------
                                                      11,927,523      9,913,588
                                                      -----------    -----------
 Income from  operations before provision
   for income taxes                                      409,214        232,037

 Provision  for income taxes:
    Current                                               35,000         21,000
    Deferred                                              80,000
                                                      -----------     ----------
                                                         115,000         21,000
                                                      -----------     ----------
 Net Income                                           $  294,214      $ 211,037
                                                      ===========     ==========
 Earnings Per Common Share
   Basic Earnings Per Share                                 0.19           0.16
   Diluted  Earnings Per Share                              0.17           0.13
                                                      ===========     ==========

 Weighted Average Number of Common
  Shares Outstanding                                   1,571,097      1,317,229

 Weighted Average Number of Common and
  Potential DilutiveCommon Shares Outstanding          1,698,926      1,742,972





 See accompanying Notes to the Consolidated Financial Statements

<PAGE>
                        FIRETECTOR INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                   (UNAUDITED)


                                                   For the Three Months Ended
                                                             June 30,
                                                      1999              1998
                                                  -----------        -----------

Net sales                                         $3,678,520         $2,840,635
Service revenue                                      988,811          1,027,698
                                                  -----------        -----------
Total revenues                                     4,667,331          3,868,333
                                                  -----------        -----------


Cost of sales                                      2,507,930          1,911,950
Cost of service                                      763,920            679,968
Selling, general and administrative                1,127,014          1,044,210
Interest expense                                      81,112             75,050
Depreciation and amortization expense                 57,997             51,775
Other (income) - net                                  (8,578)           (10,463)
                                                  -----------        -----------
                                                   4,529,395          3,752,490
                                                  -----------        -----------
Income from  operations before provision
  for income taxes                                   137,936            115,843

Provision  for income taxes:
   Current                                             7,000             11,000
   Deferred                                           28,000
                                                  -----------        -----------
                                                      35,000             11,000

                                                  -----------        -----------
Net Income                                        $  102,936         $  104,843
                                                  ===========        ===========
Earnings per common share
  Basic earnings per share                              0.07               0.07
  Diluted earnings per share                            0.06               0.07
                                                  ===========        ===========

Weighted average number of common
  shares outstanding                               1,571,097          1,570,963

Weighted average number of common and
  potential dilutive common shares
  outstanding                                      1,749,851          1,747,813


See accompanying Notes to the Consolidated Financial Statements
<PAGE>



                        Firetector Inc. and Subsidiaries
                Consolidated Statements of Cash Flows (Unaudited)

                                              For The Nine Months Ended
                                                      June 30,
                                                    1999        1998
                                                 ----------   --------

OPERATING ACTIVITIES
Net income                                       $294,214     $211,037
Adjustments to reconcile net income to
 net cash provided by (used in)
 operating activities:
  Depreciation and amortization                   162,387      175,433
  Provision for doubtful accounts                  54,000       54,000
Changes in operating assets and liabilities:
  Accounts receivable                            (651,795)    (633,077)
  Inventories, prepaid expenses and other
   current assets                                (552,499)    (207,584)
  Other assets                                     84,156       34,747
  Accounts payable and accrued expenses           476,462      324,387
  Unearned service revenue                        (21,298)     (11,918)
  Accounts receivable from affiliated companies                (33,933)
  Due to affiliated companies                      30,215       31,708
                                                ----------   ----------
NET CASH (USED IN) PROVIDED BY
  OPERATING ACTIVITIES                           (124,158)     (55,200)

INVESTING ACTIVITIES
 Purchases of property, plant and equipment       (98,163)     (37,526)
                                                ----------   ----------
NET CASH (USED IN) INVESTING ACTIVITIES           (98,163)     (37,526)

FINANCING ACTIVITIES
 Borrowings under new revolving
  credit agreement                                           1,716,415
 Principal payments on revolving line of
  credit, long term debt, notes payable
  and capital lease obligations                    34,479   (1,891,702)
 Proceeds from revolving line of credit,
  notes payable and capital
  lease obligations                               262,544       33,905
 Issuance of common stock in connection
 with exercise of options                                      552,000
 Repurchase of common stock                                   (552,000)
 Other                                                           1,532
                                                ----------   ----------
NET CASH (USED IN)
 FINANCING ACTIVITIES                             297,023     (139,850)
                                                ----------   ----------
NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                 74,702     (232,576)
Cash and cash equivalents at beginning
  of period                                       104,914      579,052
                                                ----------   ----------
Cash and cash equivalents at end of period       $179,616     $346,476
                                                ==========   ==========

Cash paid during the year for:
  Income taxes                                   $ 80,836     $171,593
  Interest                                        170,501      150,640

Supplemental Cash Flow information

During the nine months ended June 30, 1999 the Company  incurred  capital  lease
obligations of $23,520 for the  acquisition of equipment.  There were no capital
lease obligations incurred in the nine months ended June 30, 1998.

In the nine  month  periods  ending  June 30,  1998,  the  Company  restructured
preferred  stock and notes  payable to Mirtronics by the issuance of $845,000 of
new notes. (See Note 5 - Transactions With Related Parties).


See accompanying Notes to the Consolidated Financial Statements.




<PAGE>


                        FIRETECTOR INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                         NINE MONTHS ENDED JUNE 30, 1999

                                   (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
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.
Results  for the three and nine months  ended June 30, 1999 are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
September 30, 1999. For further information, refer to the consolidated financial
statements and footnotes thereto included in Firetector Inc. ("the Company") and
Subsidiary's annual report on Form 10-KSB for the year ended September 30, 1998.

2. INVENTORY

Inventories are priced at the lower of cost (first-in,  first-out) or market and
consist primarily of raw materials.

3. LONG TERM DEBT

The  Company has a revolving  Credit  Facility  with  Citizens  Business  Credit
Company of Boston,  Mass, (the "Credit Facility").  The credit facility provides
for a $3,000,000  revolving line of credit for the three year period ending June
2001.  The Credit  Facility  provides  for  interest  at prime rate plus 3/4% on
outstanding  balances.  At June 30, 1999 $2,050,790 was  outstanding  under this
facility.  Advances under the Credit  Facility are measured  against a borrowing
base calculated on eligible  receivables  and inventory.  The Credit Facility is
secured  by  all  of  the  assets  of the  Company  and  all  of  its  operating
subsidiaries,  as well as a $300,000  letter of credit  provided  by  Mirtronics
Inc., the Company's largest stockholder, an Ontario corporation ("Mirtronics"),

The Credit Facility includes certain  restrictive  covenants,  which among other
things impose  limitations on declaring or paying  dividends,  acquisitions  and
capital expenditures. The Company is also required to maintain certain financial
ratios.  At  June  30,  1999,  the  Company  was  not in  default  of any of its
covenants.

4.       NOTE PAYABLE TO MIRTRONICS

At June 30, 1999, the note payable to Mirtronics  totaled  $423,188.  While this
note is  payable  on  demand,  it is  subordinate  to and  subject  to a payment
restriction  under the Company's Credit Facility with it's bank. Also see Note 5
- - Transactions with Related Parties.




<PAGE>


                        FIRETECTOR INC. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - Continued

                         NINE MONTHS ENDED JUNE 30, 1999

                                   (UNAUDITED)


5. TRANSACTIONS WITH RELATED PARTIES

In  consideration  of collateral  support for a previous credit facility for the
Company  and  various  loans over  several  years,  the  Company  had granted to
Mirtronics  options to purchase the Company's  Common Stock.  Mirtronics had the
right to acquire up to an  aggregate  of  613,333  shares of common  stock at an
exercise  price of $.90 per share,  a portion of which were held for the benefit
of the Company's Chairman. These options were to expire on December 31, 1998. In
addition,  the Company had previously entered into a Debt/Equity  Agreement with
Mirtronics,  that  provided  for the  retirement  of debt  and the  issuance  to
Mirtronics of $675,000 of Preferred  Stock,  which could also be converted  into
450,000 shares of common stock.

In February 1998, the Company and Mirtronics  reached an agreement to reorganize
the options,  convertible  debt and preferred  stock held by Mirtronics so as to
reduce the potential  dilution of these  securities by 366,667  shares of common
stock.  Under this  agreement,  Firetector  redeemed the $675,000 of Convertible
Preferred  Stock and  $170,000 of  convertible  debt for an  aggregate  price of
$845,000. These securities were convertible into 563,333 shares of common stock.
In satisfaction  thereof,  Firetector  issued a $620,000  Convertible  Note with
interest at 10% (payable  upon demand and  convertible  into  413,333  shares of
common stock at a conversion  price of $1.50 per share until December 31, 2002),
and a $225,000  Note  (without a  convertible  feature),  with  interest at 10%,
payable upon demand.  The foregoing notes are limited as to repayment based upon
covenant  requirements  and  borrowing  availability  under  the  terms  of  the
Company's  Credit  Facility.   Also  in  connection  with  this  reorganization,
Mirtronics   exercised  613,333  options  for  common  stock  for  an  aggregate
consideration of $552,000 and Firetector simultaneously  repurchased and retired
216,667 of the newly issued shares for $552,000.

In September  1998,  the Company  entered into a Debt  Matching  Agreement  with
Mirtronics  whereby an aggregate of $508,619 due to Firetector by Mirtronics was
applied  to  reduce  the  notes  payable  and  interest  due  by  Firetector  to
Mirtronics.  As a  consequence  of this debt  matching  agreement,  the $225,000
Non-Convertible  note with  interest  of $13,870 was  satisfied  in full and the
$620,000  Convertible Note with interest of $38,219 was reduced to a new balance
of $392,973. In addition,  the right to convert this note into 413,333 shares of
common  stock was  surrendered  in  consideration  for a new warrant to purchase
310,000  shares of common stock (the "1998  warrants").  These 1998 warrants are
exercisable at anytime until December 31, 2003 at an exercise price of $1.02 per
share.

In  consideration  of collateral  support for the Company's  Credit  Facility in
1994,  the  Company  granted  Genterra   Investment   Corporation,   an  Ontario
Corporation,  ("GIC") options for 166,667  unregistered  shares of the Company's
common stock at $.90 per share  through  December 31,  1999.  In July 1996,  GIC
exercised 33,334 of these options at $.90 per share. An officer of GIC is also a
director of Mirtronics.

At the  termination of employment of an  officer/director  of the Company (other
than for  cause),  the  officer  was  granted  the right to cause the Company to
repurchase  up to 8,437  shares of common stock from the  officer/director  at a
price of $38.88 per share by means of a seven year  installment  promissory note
bearing interest of 4% per

<PAGE>

                        FIRETECTOR INC. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - Continued

                         NINE MONTHS ENDED JUNE 30, 1999

                                   (UNAUDITED)


5.       TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

annum.  On  December 1, 1996 the officer  exercised  the option and,  commencing
January 1,  1997,  the  Company  repurchased  8,437  shares at a price of $38.88
payable monthly over seven years at an interest rate of 4% per annum.

6.  EARNINGS PER SHARE

The  Financial  Accounting  Standards  Board issued SFAS No. 128  "Earnings  Per
Shares" which requires  companies to report basic and diluted earnings per share
("EPS")  computations  effective with the Company's  quarter ending December 31,
1997. Basic EPS excludes  dilution and is based on the  weighted-average  common
shares  outstanding  and  diluted  EPS gives  effect to  potential  dilution  of
securities that could share in the earnings of the Company. Diluted EPS reflects
the assumed  issuance of shares with  respect to the  Company's  employee  stock
options,   non-employee  stock  options,  warrants  and  convertible  notes  and
preferred  stock.  The computation for the three and nine months ending June 30,
1998 has been  restated to conform to the  requirements  of SFAS N0. 128.  Shown
below is a table  that sets  forth  the  respective  calculations  for basic and
diluted EPS:



                        FIRETECTOR INC. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - Continued
<TABLE>
<CAPTION>
                                               Three Months ended June 30,           Nine Months ended June 30,
                                                1999             1998                   1999             1998
                                              -----------------------------         ----------------------------
<S>                                          <C>              <C>                    <C>              <C>
Basic EPS Computation
    Net Income available to common
       shareholders                           $102,936         $104,843               $294,214         $211,037
    Weighted average outstanding shares      1,571,097        1,570,963              1,571,097        1,317,229
    Basic EPS                                     $.07             $.07                   $.19             $.16
                                             =========        ==========             =========        =========



Diluted EPS Computation                        Three Months ended June 30,           Nine Months ended June 30,
                                                1999             1998                 1999             1998
                                             ------------------------------         ----------------------------
    Income available to common
         shareholders                         $102,936         $104,843               $294,214         $211,037
    Impact of convertible notes                                  12,400                                  14,467
                                              --------        ----------             ---------         ---------
Diluted net income                            $102,936         $117,243               $294,214         $225,504
                                              ========        ==========             =========        ==========

Weighted-average shares                      1,571,097        1,570,963              1,571,097        1,317,229
                                             ---------        ---------              ---------        ----------
    Plus:  Incremental shares from
               assumed conversions
          Non Employee Stock Options            56,756          128,708                 44,103          360,196
          Employee Stock Options                24,213           48,142                 16,957           48,880
          Warrants*                             97,785                                  66,769           16,667
Dilutive potential common shares               178,754          176,850                127,829          425,743
                                             ----------       ----------             ----------       ----------
    Adjusted weighted-average shares         1,749,851        1,747,813              1,698,926        1,742,972
                                             ----------       ----------             ----------       ----------

    Diluted EPS                                   $.06             $.07                   $.17             $.13
                                                  ====             ====                   ====             ====
</TABLE>


*Warrants convertible into 33,334 shares were antidilutive in both 1999 periods.
Warrants convertible into 33,334 shares were antidilutive the three months ended
June 30, 1998 and 16,667 were  antidilutive  for the nine months  ended June 30,
1998.




<PAGE>



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

Liquidity and Capital Resources

In June 1998, the Company  signed a three-year  revolving  credit  facility with
Citizens Business Credit Company of Boston, (the "Credit Facility").  The Credit
Facility  provides  for a $3,000,000  revolving  line of credit for a three year
period through June,  2001. The Credit  Facility  provides for interest at prime
plus 3/4% on  outstanding  balances.  Advances  under the  Credit  Facility  are
measured  against a  borrowing  base  calculated  on  eligible  receivables  and
inventory.  The Credit  Facility is secured by all assets of the Company and all
of its operating  subsidiaries,  as well as a $300,000 letter of credit provided
by Mirtronics.

The Credit Facility includes various covenants, which among other things, impose
limitations  on  declaring  or  paying   dividends,   acquisitions  and  capital
expenditures. The Company is also required to maintain certain financial ratios.
At March 31,  1999,  the  Company was not in default  with any of its  financial
covenants.

Initial  proceeds from the Credit Facility  amounting to $1,716,415 were used to
pay off principal and interest due on the Company's previous loan agreement with
another bank. The Company owed $2,050,790  under the Credit Facility at June 30,
1999.

Net cash used by operations  for the nine months ended June 30, 1999 amounted to
$124,158  as  compared  to $55,200 for the  comparable  prior year  period.  The
primary reason for the additional cash used by operations was due to an increase
in  accounts  receivable  arising  from a $2.2  million  increase  in sales.  In
addition,  inventories increased $480,000 since September 30, 1998 and represent
purchases  of  materials  for  projects to be shipped over the next three to six
months.  These increases were funded in part by a $476,000  increase in accounts
payable and accrued expenses.

The ratio of the Company's  current assets to current  liabilities  increased to
approximately  2.74 to 1 at June 30, 1999 from 2.37 to 1 at June 30, 1998 due to
continued profitable operations.

Results of Operations

Revenues

The Company's  product  revenues during the three and nine months ended June 30,
1999 increased 29% to $3,678,520 and 33% to $9,254,047, respectively as compared
to  $2,840,635  and  $6,936,817  for the  comparable  prior year.  These product
revenue  increases  resulted  from  delivery  to  certain  large  New York  City
Metropolitan  area  commercial  and transit  projects  where the Company acts as
prime contractor and/or resells equipment  manufactured by a third party vendor.
These  projects  included an  audio/visual  project at a museum and shipments of
communication equipment to several subway complexes. A portion of these projects
amounting  to $820,000  during the 1999 quarter and  $1,600,000  during the nine
month period of 1999 were  completed by  subcontractors  for the Company  and/or
included purchases from a third party vendor for resale;  both of which involved
limited  gross margin for the Company.  In  comparison,  the 1998 three and nine
month periods only had $400,000 of product  revenues that were derived from such
contracts.  The 1999 periods also reflect  increased product sales in the Dallas
market area particularly from fire alarm systems for school construction.

<PAGE>
              2. Management's Discussion and Analysis of Financial
                       Condition and Results of Operations
                                   (Unaudited)

Service  revenues  during  the same  three and nine  month  periods of 1999 were
$988,811 and $3,082,690 as compared to $1,027,698 and $3,208,008,  respectively,
for the  comparable  prior year  periods.  The decrease  reflects  lower call-in
service on fire systems.  Competition  for new service  contracts,  retention of
existing  service  contracts and intense price  competition  continues to remain
high in New York.

Gross Profit

Gross profit from product  revenues  increased 26% to  $1,170,590  for the three
months ended June 30, 1999 and increased  25% to $3,056,403  for the nine months
ended June 30, 1999. These increases in gross margin are attributed to increased
product  revenues  during the 1999 periods.  Gross profit  percentage on product
revenues  for the three and nine month  periods  ended June 30, 1999 was 32% and
33%, respectively,  as compared with 33% and 35%,  respectively,  for comparable
1998 periods,  essentially  constant.  The impact of lower margin product mix in
1999 (as  discussed  above) was offset by  contribution  to fixed  overhead from
increased product revenues.

Gross  profit  percentage  on  service  revenues  for the three and nine  months
periods ended June 30, 1999 was 23% and 30%  respectively,  as compared with 33%
and 35%,  respectively,  for the comparable 1998 period.  The lower gross profit
percentage  on service  revenues for the three and nine  periods  ended June 30,
1999 is due to the decrease in call-in  service on  essentially a fixed overhead
structure,  as well as higher union  benefit  costs,  and from  increased  price
competition in New York City.

Income

Income from operating activities for the three and nine month periods ended June
30, 1999 was $137,936 and  $409,214,  respectively  as compared with income from
operations  of $115,843 and  $232,037  for the  comparable  1998  periods.  This
increase in operating income is primarily  attributed to the increase in product
revenues  and related  gross margin  during the three and nine month  periods of
1999 as compared with comparable periods in 1998. However,  this contribution to
operating income was mitigated to some extent by increased selling,  general and
administrative  expenses.  During the past  eighteen  months,  the  Company  has
intensified its marketing efforts and expanded its product territory. While this
effort has offset certain other savings in selling,  general and  administrative
cost, the Company has experienced higher revenue and an improvement in new order
bookings and  quotation  activity  (see new order  information  below).  The new
marketing and support  structure  that is in place can support a higher level of
shipments.  During the 1998 periods,  other income represents  interest on notes
receivable from Mirtronics.  These obligations  where  extinguished in September
1998  through a Debt  Matching  agreement  that  reduced a like  amount of notes
payable due to Mirtronics.

The Company  had a deferred  income tax  provision  in 1999 which  reflects  the
reduction of the deferred  tax asset due to  utilization  of that portion of its
net operating loss that was recorded in prior years.  The deferred tax provision
will not require the outlay of cash as the Company has a net operating  loss for
tax purposes of approximately  $300,000 at June 30, 1999. The Company's  current
income  tax  provision  represents  state  and local  taxes and the  alternative
minimum tax for federal income purposes.

Order Position

The Company  order  position,  excluding  service,  at June 30, 1999 amounted to
$8,300,000 as compared to  $8,200,000  at March 31, 1999 and  $9,600,000 at June
30,  1998.  Subsequent  to June 30, 1999 the Company  received  $2.5  million 2.
<PAGE>


Management's Discussion and Analysis of Financial
Condition and Results of Operations
(Unaudited)

of new orders for communication systems for a New York City airport terminal and
a high speed rail  facility in New York City.  With these  orders the  Company's
order position  exceeded $10 million.  The high level of order position reflects
in part the Company's recent intensified marketing efforts. Due to the fact that
the Company's products are sold and installed as part of larger  construction on
mass transit  projects,  there is  typically a delay  between the booking of the
contract  and its  revenue  realization.  The  Company  expects to  fulfill  the
majority  of its  backlog  over the  next  twelve  months.  The  order  position
includes,  and the  Company  continues  to bid on  projects  that might  include
significant subcontractor labor, involving low margin but setting a platform for
future product additions, tenant installations and service revenues.

Year 2000

         The Company has  conducted an  evaluation  of the actions  necessary in
order to ensure  that its  computer  systems  will be able to  function  without
disruption  with respect to the  application of dating systems in the Year 2000.
As a result of these  evaluations  the Company has begun upgrading and replacing
certain of its computer  information and other computer systems so as to be able
to operate without disruption due to Year 2000 issues. The Company has purchased
and installed new software for its computer information system that is Year 2000
compliant.  The upgraded computer information system is presently performing all
tasks and is  accepting  dates in the year  2000.  Certain  peripheral  personal
computers  used outside the main  computer  information  system still need to be
upgraded or replaced..  Performance of the Company's proprietary products is not
date  sensitive.  However,  date  information  is displayed  on certain  console
equipment.  The Company has completed  software  changes so that its proprietary
equipment is also compliant with respect to display  information and the Company
is installing these software upgrades to customer equipment in buildings as part
of normal maintenance service. The Company does not anticipate that the costs of
its  remedial  actions  taken or to be taken will be  material to the results of
operations or financial condition.  However,  there can be no assurance that all
the remedial  actions being  implemented by the Company will be completed by the
time  necessary  to avoid dating  systems  problems or that the cost of doing so
will not be  material.  In  addition,  disruptions  with respect to the computer
systems of vendors or  customers,  which  systems are outside the control of the
Company,  could impair the ability of the Company to obtain necessary  materials
or products or to sell to or service their customers.  The Company  continues to
review  Year 2000  issues  with its major  suppliers  of product and its service
providers.  However,  there  can be no  guarantee  that  the  systems  of  other
companies on which the Company's systems rely will be timely converted,  or that
a failure to convert by another  company,  or a conversion  that is incompatible
with the  Company's  systems  would not have a  material  adverse  effect on the
Company.

<PAGE>


                           Part II - OTHER INFORMATION


Item 1.  Legal Proceedings.

                  Not Applicable

Item 2.  Changes in Securities.

                  Not applicable

Item 3.  Defaults Upon Senior Securities.

                  Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders.
                  Not applicable

Item 5.   Other Information.

Item 6.  Exhibits and Reports on form 8-K.

          a.   Exhibits.
                Ex-27 Financial Data Schedule

           b.  Reports on Form 8-K
                No Reports on Form 8-K were filed  during the quarter  ended
June 30, 1999.

<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          FIRETECTOR, INC
                                          (Registrant)


                                           /s/JOHN A. POSERINA
                                          ------------------------------
                                          John A. Poserina,
                                          Chief Financial Officer, Secretary
                                          And Director

Date:  August 14, 1999


<TABLE> <S> <C>

<ARTICLE>                  5
<LEGEND>
This  schedule  contains  summary  financial  information  extracted  from  this
Consolidated  Statement of Financial  Condition at June 30, 1999 (Unaudited) and
the  Consolidated  Statement  of Income for the Three and Nine Months Ended June
30, 1999  (Unaudited)  and is  qualified  in its  entirety by  reference to such
financial statements.
</LEGEND>

<S>                                  <C>
<PERIOD-TYPE>                         9-MOS
<FISCAL-YEAR-END>                              SEP-30-1999
<PERIOD-START>                                 OCT-01-1998
<PERIOD-END>                                   JUN-30-1999
<CASH>                                             179,616
<SECURITIES>                                             0
<RECEIVABLES>                                    5,466,237
<ALLOWANCES>                                       233,814
<INVENTORY>                                      2,382,129
<CURRENT-ASSETS>                                 8,393,711
<PP&E>                                           1,255,474
<DEPRECIATION>                                     947,185
<TOTAL-ASSETS>                                   9,078,202
<CURRENT-LIABILITIES>                            3,061,343
<BONDS>                                                  0
<COMMON>                                             1,571
                                    0
                                              0
<OTHER-SE>                                               0
<TOTAL-LIABILITY-AND-EQUITY>                     9,078,202
<SALES>                                         12,336,737
<TOTAL-REVENUES>                                12,336,737
<CGS>                                            8,359,517
<TOTAL-COSTS>                                   11,927,523
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 187,109
<INCOME-PRETAX>                                    409,214
<INCOME-TAX>                                       115,000
<INCOME-CONTINUING>                                294,214
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                       294,214
<EPS-BASIC>                                          .19
<EPS-DILUTED>                                          .17


</TABLE>


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