FIRETECTOR INC
10QSB, 1999-05-17
COMMUNICATIONS EQUIPMENT, NEC
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                  SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB


Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended       March 31, 1999

                    -------------------------
                  COMMISSION FILE NUMBER O-17580
                    -------------------------

                          FIRETECTOR  INC.
(Exact name of small business issuer as specified in its charter)


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


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 May 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

                                                                            Page
Part I - Financial Information (unaudited)

  Item 1.  Financial Statements.

           Consolidated Balance Sheet as at March 31, 1999                    3

           Consolidated Statement of Operations for the Three Month           4
            Period Ended March 31, 1999

           Consolidated Statements of Income for the Six Month                5
            Period Ended March 31, 1999

           Consolidated Statements of Cash Flows for the Six                  6
             Month Periods Ended March 31, 1999 and 1998

           Notes to Consolidated Financial Statements                         7

  Item 2.  Management's Discussion and Analysis of Financial                  11
            Condition and Results of Operations

Part II - Other Information

  Item 1.           Legal Proceedings.                                        14

  Item 2.           Changes in Securities.                                    14

  Item 3.           Defaults Upon Senior Securities.                          14

  Item 4.           Submission of Matters to a Vote of Security               14
                     Holders.

  Item 5.           Other Information.                                        14

  Item 6.           Exhibits and Reports on Form 8-K                          14

  Signatures                                                                  15


<PAGE>



                     Part I - FINANCIAL INFORMATION

                   Firetector Inc. and Subsidiaries
                       Consolidated Balance Sheet
                               Unaudited

                                                   March 31,
                                                    1999
                                              ----------------
ASSETS
Current assets:
  Cash and cash equivalents                    $     26,744
  Accounts receivable, principally
   trade, less allowance for
    doubtful accounts of  $226,441                4,800,179
  Inventories                                     2,439,954
  Deferred taxes                                    168,000
  Prepaid expenses and other current assets         250,473
                                                -------------
Total current assets                              7,685,350
                                                -------------

Property, Plant and Equipment at cost, less
 accumulated depreciation and
 amortization of $901,689                           312,418
Software Development Costs, net                       1,935
Other Assets                                        266,241
Deferred Taxes                                      154,000
                                               -------------
Total assets                                     $8,419,944
                                               =============


See accompanying Notes to the Consolidated Financial Statements.



<PAGE>



                   Firetector Inc. and Subsidiaries
                 Consolidated Balance Sheet (continued)
                            Unaudited


                                                     March 31,
                                                       1999
                                               ------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable to Mirtronics                       $  412,867
  Notes payable-principally to affiliate               58,385
  Accounts payable and accrued expenses             2,125,725
  Unearned service revenue                            317,729
  Current portion of capital lease obligations         26,361
                                                ---------------
Total current liabilities                           2,941,067

Note payable to bank                                1,625,307
Other notes payable, less current portion             191,041
Capital lease obligations, less current portion        25,707
                                                 --------------
Total liabilities                                   4,783,122
                                                 --------------


Stockholders' equity:
  Convertible preferred stock, 2,000,000
   shares authorized - 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                                          (1,523,373)
                                                   -----------
Total stockholders' equity                          3,636,822
                                                   -----------
Total liabilities and stockholders' equity         $8,419,944
                                                   ===========

See accompanying Notes to the Consolidated Financial Statements.



<PAGE>



                  Firetector Inc. and Subsidiaries
           Consolidated Statements of Operations (Unaudited)


                                      For The Three Months Ended
                                               March 31,
                                            1999        1998
                                         ----------  ----------
Net sales                                $3,016,458  $2,376,370
Service revenues                          1,092,632   1,053,569
                                         ----------  ----------
Total revenues                            4,109,090   3,429,939
                                         ----------  ----------

Cost of sales                             2,075,226   1,475,248
Cost of service                             722,476     697,716
Selling, general and administrative       1,083,234   1,052,148
Interest expense                             54,676      56,225
Depreciation and amortization expense        52,586      52,816
Other (income) net                                      (10,278)
                                         ----------  ----------
                                          3,988,198   3,323,875
                                         ----------  ----------
Income from operations before
 provision for income taxes                 120,892     106,064


Provision for income taxes:
 Current                                     13,000       6,000
 Deferred                                    17,000
                                         ----------  ----------
                                             30,000       6,000
                                         ----------  ----------

Net income                                   90,892    $100,064
                                         ==========  ==========
Earnings per common share
 Basic earnings per share                     $.06         $.07
 Diluted earnings per share                   $.05         $.05
                                        ============   ==========
Weighted average number of common
 shares outstanding                       1,571,097    1,372,762

Weighted average number of common
 and potential dilutive common
 shares outstanding                       1,695,715    2,164,758


See accompanying Notes to the Consolidated Financial Statements.



<PAGE>



                   Firetector Inc. and Subsidiaries
            Consolidated Statements of Operations (Unaudited)

                                         For the Six Months Ended
                                                 March 31,
                                           1999            1998
                                         -----------   ----------
Net sales                                $5,575,527    $4,096,182
Service revenues                          2,093,879     2,181,110
                                         -----------   ----------
Total revenues                            7,669,406     6,277,292
                                         -----------   ----------
Cost of sales                             3,689,714     2,584,614
Cost of service                           1,397,953     1,366,992
Selling, general and administrative       2,100,049     2,013,468
Interest expense                            105,972       111,464
Depreciation and amortization expense       104,390       104,893
Other (income) net                                        (20,333)
                                         -----------   ----------
                                          7,398,078     6,161,098
                                         -----------   ----------

Income from operations before
 provision for income taxes                 271,328       116,194


Provision for income taxes:
 Current                                     28,000        10,000
 Deferred                                    52,000
                                         -----------   ----------
                                             80,000        10,000
                                         -----------   ----------

                                         -----------   ----------
Net income                                 $191,328    $  106,194
                                         ===========   ==========

Earnings per common share
 Basic earnings per share                     $.12           $.08
 Diluted earnings per share                   $.11           $.05
                                        ============   ==========
Weighted average number of common
 shares outstanding                      1,571,097      1,273,596

Weighted average number of common
 and potential dilutive common
 shares outstanding                      1,665,590      2,180,334


See accompanying Notes to the Consolidated Financial Statements.



<PAGE>



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

                                            For The Six Months Ended
                                                    March 31,
                                                 1999        1998
                                            -----------   ---------
OPERATING ACTIVITIES
Net income                                     $191,328   $106,194
Adjustments to reconcile net income to
 net cash provided by (used in)
 operating activities:
  Depreciation and amortization                 104,390    123,285
  Provision for doubtful accounts                36,000     36,000
Changes in operating assets and liabilities:
  Accounts receivable                            32,263    (16,403)
  Inventories, prepaid expenses and other
   current assets                              (663,068)   (72,602)
  Other assets                                   50,683       (785)
  Accounts payable and accrued expenses         387,826   (134,581)
  Unearned service revenue                      (25,206)   (58,648)
  Accounts receivable from affiliated
   companies                                               (21,819)
  Due to affiliated companies                                3,547
                                              ---------   ---------
NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                          114,216    (35,812)

INVESTING ACTIVITIES
 Purchases of property and equipment            (33,276)   (20,213)
                                              ----------  ---------
NET CASH USED IN INVESTING ACTIVITIES           (33,276)   (20,213)

FINANCING ACTIVITIES
 Principal payments on revolving line of
  credit, long term debt, notes payable
  and capital lease obligations                (179,004)   (84,875)
 Proceeds from revolving line of credit,
  notes payable and capital
  lease obligations                                          3,849
 Due to affiliated company                       19,894     (1,969)
 Issuance of common stock in connection with
  exercise of option                                       552,000
 Repurchase of common stock                               (552,000)
                                              ----------   --------
NET CASH (USED IN) PROVIDED BY
 FINANCING ACTIVITIES                          (159,110)   (82,995)
                                              ----------   --------
NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                              (78,170)  (139,020)
Cash and cash equivalents at beginning
  of period                                     104,914    579,052
                                              ----------   --------
Cash and cash equivalents at end of period       26,744   $440,032
                                              ==========  =========
Supplemental Cash Flow Information:

Cash paid during the year for:
 Income taxes                                   $66,924   $145,594
 Interest                                        86,105    105,937


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

During the six months ended March 31, 1999, the Company  incurred  capital lease
obligations of $23,520 for the  acquisition of equipment.  There were no capital
lease obligations incurred in the six month period ended march 31, 1998.


See accompanying Notes to the Consolidated Financial Statements.



<PAGE>



             FIRETECTOR INC. AND SUBSIDIARIES
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             SIX MONTHS ENDED MARCH  31, 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 six months ended March 31, 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 the Registrant  Company ("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 March 31, 1999 $1,625,307 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 "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  March  31,  1999,  the  Company  was not in  default  of any of its
covenants.

4. NOTES PAYABLE TO MIRTRONICS

At March 31, 1999, the note payable to Mirtronics  totaled $412,867.  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

SIX MONTHS ENDED MARCH 31, 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 Capital Corporation,  an Ontario Corporation,
("GCC"  formerly  known as First  Corporate  Capital  Inc.)  options for 166,667
unregistered  shares of the  Company's  common  stock at $.90 per share  through
December 31, 1999. In July 1996,  GCC exercised  33,334 of these options at $.90
per share. An officer of GCC 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 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.




<PAGE>




FIRETECTOR INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - Continued

SIX MONTHS ENDED MARCH 31, 1999

(UNAUDITED)

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 six months ending March 31,
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:
<TABLE>
<CAPTION>


                                  Three Months ended March 31,       Six Months ended March 31,
Basic EPS Computation                 1998          1997                 1998           1997
                                      ----------------------         -----------------------
<S>                                <C>           <C>                 <C>            <C> 
  to common
  shareholders                     $ 90,892       $100,064            $191,328       $106,194
 Weighted average
  outstanding                     1,571,097      1,372,762           1,571,097      1,273,596
 Basic                                 $.06           $.07                $.12           $.08
                                       ----           ====                ====           ====


                                  Three Months ended March 31,       Six Months ended March 31,
Diluted EPS Computation              1998        1997                   1998           1997
                                     -----------------------         ----------------------
 Income available to common
  shareholders                     $ 90,892       $100,064            $191,328       $106,194
 Impact of convertible notes                        12,400                              6,200
                                   --------       --------            --------       --------
Diluted net income                 $ 90,892       $112,464            $191,328       $112,394
                                   --------       --------            --------       --------

Weighted-average shares           1,571,097      1,372,762           1,571,097      1,273,596
                                  ---------      ---------           ---------      ---------
 Plus Incremental shares from
  assumed conversions
 Non Employee Stock Options          43,334        326,524              35,833        427,035
Convertible debt                                   413,333                            413,333
Employee Stock Options               16,400         50,716              12,160         49,270
Warrants*                            64,884          1,423              46,500            433
                                     ------          -----              ------            ---
Dilutive potential
 common shares                      124,618        791,996              94,493        890,071
                                    -------        -------             -------       --------
Adjusted weighted-average
 shares                            1,695,715     2,164,758           1,665,590      2,163,667

Diluted EPS                            $.05           $.05                $.11           $.05
</TABLE>


*Warrants convertible into 33,334 shares were antidilutive in both 1999 periods.
Warrants convertible into 16,667 shares were antidilutive in both 1998 periods.



<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 $1,625,307 under the Credit Facility at March 31,
1999.

Net cash provided by operations for the six months ended March 31, 1999 amounted
to  $114,216 as  compared  to cash being used by  operations  of $35,812 for the
comparable prior year period. The primary reason for the improved cash flow from
operations  was the  increase in income from  operations.  However,  inventories
increased $538,000 since September 30, 1998 and represent purchases of materials
for projects to be shipped over the next three to six months.  This increase was
funded in part by a $387,000 increase in accounts payable and accrued expenses.

The ratio of the Company's  current assets to current  liabilities  increased to
approximately  2.61 to 1 at March 31,  1999 from 2.15 to 1 at March 31, 1998 due
to the non-current classification of the Credit Facility.


Results of Operations

The Company's  product  revenues during the three and six months ended March 31,
1999  increased to  $3,016,458  and  $5,575,527  as compared to  $2,376,370  and
$4,096,182 for the comparable prior year periods representing a 27% increase and
a 37% increase for the  respective  periods.  These  product  revenue  increases
resulted  from  delivery to certain large NYC  commercial  and transit  projects
where the Company acts as prime contractor and/or resells equipment manufactured
by a third party vendor. These projects included several  audio/visual  projects
at an auction  house and a museum,  shipments of a life safety system to a major
entertainment company and communication equipment at a subway complex. A portion
of these  projects  amounting  to $509,000  during the 1999 quarter and $782,000
during  the 1999 six month  period  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.

Service  revenues  during  the same  three  and six month  periods  of 1999 were
$1,092,632   and   $2,093,879   as  compared  to  $1,053,569   and   $2,181,110,
respectively, for the comparable prior year periods. The increase in the current
year quarter  reflects  higher call-in  service on fire systems.  However,  this
increase  in  call-in  service  revenue  was not enough to offset the lower than
normal call-in  service revenue  experienced  during the first quarter of fiscal
1999.  Competition  for new product  revenues and retention of existing  service
contracts continues to remain high in New York.

Gross profit  percentage on product revenues for the three and six month periods
ended March 31, 1999 was 31% and 34%,  respectively,  was compared  with 38% and
37%,  respectively,   for  comparable  1998  periods.  The  lower  gross  profit
percentage  on products  revenues  for the three and six months  ended March 31,
1999 relates  primarily to a different  product mix compared to the 1998 periods
as discussed above.



<PAGE>



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


Gross profit percentage on service revenues for the three and six months periods
ended March 31, 1999 was 34% and 33% respectively, as compared with 34% and 37%,
respectively,  for the comparable 1998 period. The lower gross profit percentage
on  service  revenues  for the six  months  ended  March 31,  1999 is due to the
decrease in call-in service on essentially a fixed overhead structure.

Income from operating activities for the three and six month periods ended March
31, 1999 was $120,892 and  $271,328,  respectively  as compared with income from
operations  of $106,064 and  $116,194  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 six 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  fifteen  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  $585,000 at March 31, 1999. The Company's current
income  tax  provision  represents  state  and local  taxes and the  alternative
minimum tax for federal income purposes.

The Company order  position,  excluding  service,  at March 31, 1999 amounted to
$8,200,000  as compared to  $9,300,000  at December 31, 1998 and  $6,200,000  at
March 31, 1998. The higher level of order position  during the last two quarters
as compared to March 31, 1998 reflects in part the Company's recent  intensified
marketing efforts. The higher order position reflects the receipt of significant
new orders from several  major subway  complexes  and a museum.  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.  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


<PAGE>



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


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.

                  None

Item 3.   Defaults Upon Senior Securities.

              Not Applicable

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

Subsequent to March 31, 1999, the  Registrant's  Annual Meeting of  Stockholders
was held on April 20, 1999. At the meeting,  Stockholders  considered  and voted
upon (1) the election of five (5) directors to Firetector's  Board of Directors,
an amendment to the  Registrant's  Certificate  of  Incorporation  to reduce the
number of authorized  shares of Common Stock from 25,000,000 to 10,000,000,  and
appointment of Moore Stephens, P.C. as Firetector's Auditors for the fiscal year
ending September 30, 1999.

The five nominees for director were unopposed and were,  accordingly  elected by
the  Stockholders.  The following table details the votes cast for,  against and
abstained from voting on each matter considered by the Stockholders.



          MATTER                    FOR             AGAINST         ABSTAINED
Daniel Tamkin                   1,373,066           12,349              0
John Poserina                   1,373,066           12,349              0
Henry Schnurbach                1,373,066           12,349              0
Joseph Vitale                   1,373,066           12,349              0
Dennis McConnell                1,373,066           12,349              0

Reduction of                    1,365,313           13,649            6,451
Authorized Common
Shares

Auditors                        1,375,676            4,735            5,003






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 March 31,
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)


Date: May 14, 1999                 JOHN A. POSERINA
                           ------------------------------------
                                   JOHN A. POSERINA, SECRETARY



<TABLE> <S> <C>

<ARTICLE>                  5
<LEGEND>
This  schedule  contains  summary  financial  information  extracted  from  this
Consolidated  Statement of Financial Condition at March 31, 1999 (Unaudited) and
the  Consolidated  Statement  of Income for the Six Months  Ended March 31, 1999
(Unaudited)  and is qualified  in its  entirety by  reference to such  financial
statements. </LEGEND>
       
<S>                                         <C>    
<PERIOD-TYPE>                               6-MOS
<FISCAL-YEAR-END>                               SEP-30-1999
<PERIOD-START>                                  OCT-01-1998
<PERIOD-END>                                    MAR-31-1999
<CASH>                                               26,744
<SECURITIES>                                              0
<RECEIVABLES>                                     5,026,620
<ALLOWANCES>                                        226,441
<INVENTORY>                                       2,439,954
<CURRENT-ASSETS>                                  7,685,350
<PP&E>                                            1,214,107
<DEPRECIATION>                                      901,689
<TOTAL-ASSETS>                                    8,419,944
<CURRENT-LIABILITIES>                             2,941,067
<BONDS>                                                   0
                                     0
                                               0
<COMMON>                                              1,571
<OTHER-SE>                                                0
<TOTAL-LIABILITY-AND-EQUITY>                      8,419,944
<SALES>                                           7,669,406
<TOTAL-REVENUES>                                  7,669,406
<CGS>                                             5,087,667
<TOTAL-COSTS>                                     7,398,078
<OTHER-EXPENSES>                                          0
<LOSS-PROVISION>                                          0
<INTEREST-EXPENSE>                                  105,972
<INCOME-PRETAX>                                     271,328
<INCOME-TAX>                                         80,000
<INCOME-CONTINUING>                                 191,328
<DISCONTINUED>                                            0
<EXTRAORDINARY>                                           0
<CHANGES>                                                 0
<NET-INCOME>                                        191,328
<EPS-PRIMARY>                                           .12
<EPS-DILUTED>                                           .11
        




</TABLE>


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