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, 2000_______________________
[ ] 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 (IRS employer identification Number)
incorporation or organization)
209 Lafayette Drive, Syosset, New York 11791
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(Address of Principal Executive Offices) (Zip code)
(516) 433-4700
---------------------------
(Issuer's telephone number)
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 14, 2000, 1,704,425
shares of Registrant's Common Stock were issued and outstanding.
Transitional Small Business Disclosure Format (check one) Yes[ ] No[ X ]
<PAGE>
Item 1. Financial Statements.
Consolidated Balance Sheet as at June 30, 2000 4
Consolidated Statements of Operations for the Nine Month 6
Periods Ended June 30, 2000 and 1999
Consolidated Statements of Operations for the Three Month 6
Periods Ended June 30, 2000 and 1999
Consolidated Statements of Cash Flows for the Nine 7
Month Periods Ended June 30, 2000 and 1999
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial 11
Condition and Results of Operations
Part II - Other Information
Item 1. Legal Proceedings. 13
Item 2. Changes in Securities. 13
Item 3. Defaults Upon Senior Securities. 13
Item 4. Submission of Matters to a Vote of Security. 13
Holders.
Item 5. Other Information. 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
<PAGE>
INDEPENDENT ACCOUNTANTS REPORT
The Board of Directors and Stockholders
Firetector Inc.
We have reviewed the accompanying consolidated condensed balance sheet,
statement of operations and statement of cash flows of Firetector, Inc. and
subsidiaries as of June 30, 2000, and for the three- month and nine-month
periods then ended. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express an opinion.
Based on our review we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
New York, New York
August 2, 2000 MOORE STEPHENS, P.C.
Certified Public Accountants
<PAGE>
Part I - FINANCIAL INFORMATION
FIRETECTOR INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30,
2000
-------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $156,880
Accounts receivable, principally trade, less allowance
for doubtful accounts of $260,815 5,327,015
Inventories 2,634,691
Deferred taxes 262,000
Prepaid expenses and other current assets 235,096
------------
TOTAL CURRENT ASSETS 8,615,682
------------
PROPERTY, PLANT AND EQUIPMENT -at cost, less
accumulated depreciation of $1,083,299 274,903
OTHER ASSETS 205,422
DEFERRED TAXES 40,000
-------------
TOTAL ASSETS 9,136,007
=============
See accompanying Notes to the Consolidated Financial Statements
<PAGE>
FIRETECTOR INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30,
2000
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable to Mirtronics $188,372
Other notes payable - principally to related party 75,382
Accounts payable and accrued expenses 2,339,781
Unearned service revenue 366,658
Current portion of capital lease obligations 7,057
-----------
TOTAL CURRENT LIABILITIES 2,977,250
-----------
Note payable to bank 1,874,176
Notes payable - principally to related party, less
current portion 170,560
Capital lease obligations, less current portion 14,630
-----------
TOTAL LIABILITIES 5,036,616
-----------
STOCKHOLDERS' EQUITY
Preferred stock, 2,000,000 shares authorized-
none issued and outstanding
Common stock, 10,000,000 shares authorized, $.001
par value; issued and outstanding 1,704,425 shares 1,704
Capital in excess of par 5,278,490
Deficit (1,180,803)
-----------
TOTAL STOCKHOLDERS' EQUITY 4,099,391
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $9,136,007
===========
See accompanying Notes to the Consolidated Financial Statements
<PAGE>
FIRETECTOR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Nine Months ended June 30,
2000 1999
-------------- ------------
Net sales $10,160,377 $9,254,047
Service revenue 3,111,223 3,082,690
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Total revenues 13,271,600 12,336,737
-------------- ------------
Cost of sales 6,926,152 6,197,644
Cost of service 2,075,736 2,161,873
Selling, general and administrative 3,559,763 3,227,088
Interest expense 188,238 187,109
Depreciation and amortization expense 153,221 162,387
Other (income) - net (8,578)
-------------- ------------
12,903,110 11,927,523
-------------- ------------
Income from operations before provision
for income taxes 368,490 409,214
Provision for income taxes:
Current 145,000 35,000
Deferred 0 80,000
-------------- -----------
145,000 115,000
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Net Income $223,490 $294,214
============= ===========
Earnings Per Common Share
Basic Earnings Per Share $0.13 $0.19
Diluted Earnings Per Share $0.12 $0.17
============== ===========
Weighted Average Number of Common
Shares Outstanding 1,675,092 1,571,097
Weighted Average Number of Common
and Potential Dilutive Common Shares
Outstanding 1,862,582 1,698,926
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,
2000 1999
------------ ------------
Net sales $3,631,395 $3,678,520
Service revenue 1,112,632 988,811
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Total revenues 4,744,027 4,667,331
------------ ------------
Cost of sales 2,299,519 2,507,930
Cost of service 765,624 763,920
Selling, general and administrative 1,250,074 1,127,014
Interest expense 58,988 81,112
Depreciation and amortization expense 49,393 57,997
Other (income) - net 0 (8,578)
------------ ------------
4,423,598 4,529,395
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Income from operations before provision
for income taxes 320,429 137,936
Provision for income taxes:
Current 137,200 7,000
Deferred (12,200) 28,000
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125,000 35,000
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Net Income $195,429 $102,936
============ ============
Earnings per common share
Basic earnings per share $0.11 $0.07
Diluted earnings per share $0.11 $0.06
============ ============
Weighted average number of common
shares outstanding 1,704,425 1,571,097
Weighted average number of common
and potential dilutive
common shares outstanding 1,832,834 1,749,851
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,
2000 1999
----------- ----------
OPERATING ACTIVITIES
Net income $223,490 $294,214
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 153,221 162,387
Provision for doubtful accounts 54,000 54,000
Changes in operating assets and liabilities:
Accounts receivable 151,865 (651,795)
Inventories, prepaid expenses and other
current assets (439,639) 552,499)
Other assets (48,281) 84,156
Accounts payable and accrued expenses 212,288 476,462
Unearned service revenue 24,556 (21,298)
Due to affiliated companies (23,898) 30,215
---------- ----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 307,602 (124,158)
---------- ----------
INVESTING ACTIVITIES
Purchases of property, plant and equipment (95,877) (98,163)
---------- ----------
NET CASH (USED IN) INVESTING
ACTIVITIES (95,877) (98,163)
---------- ----------
FINANCING ACTIVITIES
Principal payments on revolving line of
credit, long-term debt, notes payable
and capital lease obligations (347,144) (81,051)
Proceeds from revolving line of credit,
notes payable and capital lease
obligations 59,009 378,074
----------- ----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (288,135) 297,023
----------- ----------
NET (DECREASE) IN CASH AND
CASH EQUIVALENTS (76,410) 74,702
Cash and cash equivalents at beginning
of period 233,290 104,914
----------- ----------
Cash and cash equivalents at end of period $156,880 $179,616
=========== ==========
(continued)
<PAGE>
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $56,972 $80,836
Interest $177,798 $170,501
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
During the nine months ended June 30, 2000 the Company incurred no capital lease
obligations. During the nine months ended June 30, 1999 the Company incurred
capital lease obligations of $23,520 for the acquisition of equipment.
In the nine months ended June 30, 2000, Geneterra Investment Corp. exercised
133,333 options to purchase common stock at $.90 per share. This amounted to
$120,000 and was used to reduce Notes Payable to Mirtronics by a like amount.
(See Note 4 - 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, 2000
(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 in order to make the financial statements not
misleading have been included. Results for the nine months ended June 30, 2000
are not necessarily indicative of the results that may be expected for the
fiscal year ending September 30, 2000. 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, 1999.
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 which has been extended to expire in
July 2001. The Credit Facility provides for interest at prime rate (9.5%) plus
3/4% on outstanding balances. At June 30, 2000 $1,874,176 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. A $300,000 letter of credit previously provided by Mirtronics
Inc., the Company's largest stockholder, an Ontario corporation ("Mirtronics"),
as additional collateral was released by the lender in January 2000 based on the
terms of the Credit Facility.
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, 2000, the Company was not in default of any of its
covenants.
4. NOTE PAYABLE TO MIRTRONICS
At June 30, 2000, the note payable to Mirtronics totaled $188,372 and carries an
interest rate of 10%. While this note is payable on demand, it is subordinate to
and subject to a payment restriction under the Company's Credit Facility with
its bank.
<PAGE>
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. As a result of principal and interest payments made this obligation
was reduced to $188,372 as of June 30, 2000. 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. In December 1999, GIC
exercised the remaining 133,333 options at $.90 per share. An officer of GIC is
also a director of Mirtronics.
"Other notes payable-principally to related party" represents a seven year
installment promissory note (dated January 1, 1997) bearing interest of 4% per
annum that was issued to a former officer/director of the Company in connection
with a termination agreement.
<PAGE>
6. LEASES
In February 2000, the Company signed a seven-year lease agreement for 15,700
square feet of new office, warehouse, and production facilities. The new
facility is located in Syosset, New York. Under the terms of the lease
agreement, annual lease payments including common area charges begin at $167,600
per annum and escalate to $197,000 per annum in the seventh year. The Company is
responsible for any increases in property taxes.
7. 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.
<TABLE>
<CAPTION>
Three Months ended June 30, Nine Months ended June 30,
---------------------------- --------------------------
Basic EPS Computation 2000 1999 2000 1999
--------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Net Income available to common
shareholders $195,429 $102,936 $223,490 $294,214
Weighted average outstanding share 1,704,425 1,571,097 1,675,092 1,571,097
Basic EPS $.11 $.07 $.13 $.19
========= ========= ========= =========
Diluted EPS Computation Three Months ended June 30, Nine Months ended June 30,
-----------------------------------------------------
2000 199 2000 1999
------- --------- ---------- ----------
Income available to common
shareholders $195,429 $102,936 $223,490 $294,214
Impact of convertible obligation
Diluted net income $195,429 $102,936 $223,490 $294,214
======== ======== ======== ========
Weighted-average shares 1,704,425 1,571,097 1,675,092 1,571,097
--------- --------- --------- ----------
Plus: Incremental shares from
assumed conversions
Non Employee Stock Options 56,756 17,239 44,103
Employee Stock Options 32,057 24,213 43,026 16,957
Warrants* 96,352 97,785 127,225 66,769
-------- -------- -------- --------
Dilutive potential common shares 128,409 178,754 187,490 127,829
-------- -------- -------- ---------
Adjusted weighted-average shares 1,832,834 1,749,851 1,862,582 1,698,926
---------- --------- --------- ---------
Diluted EPS $.11 $.06 $.12 $.17
========== ========= ========= ==========
</TABLE>
*Reflects 1998 warrants held by Mirtronics exercisable at anytime until December
31, 2003 at an exercise price of $1.02 per share. Excludes certain warrants
convertible into shares which were antidilutive in both 2000 and 1999 periods.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
The Company has 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 which has been extended to July, 2001.
The Credit Facility has an interest rate of 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 assets of its operating
subsidiaries. The Company owed $1,874,176 under the Credit Facility at June 30,
2000.
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 June 30, 2000, the Company was not in default with any of its financial
covenants.
Net cash provided by operations for the nine months ended June 30, 2000 amounted
to $307,602 as compared to cash being (used) by operations of $124,158 for the
comparable prior year period. The primary reason for cash being provided by
operations in fiscal 2000 is due to faster collections which produced a decrease
in accounts receivable even though sales were higher in this period by $935,000.
However, cash provided by operations was limited by higher inventory to support
several contracts to be shipped in future periods.
The ratio of the Company's current assets to current liabilities increased to
approximately 2.89 to 1 at June 30, 2000 from 2.74 to 1 at June 30, 1999 due to
a $11,000 decrease of current liabilities resulting from a reduction of notes
payable and from a $222,000 increase in current assets, principally inventory to
support projects to be shipped in future periods.
Results of Operations
Revenues
The Company's product revenues during the three and nine months ended June 30,
2000, amounted to $3,631,395 and $10,160,377 as compared to $3,678,520 and
$9,254,047 for the comparable prior year periods, representing a decrease of 1%
for the three month period and an increase of 10% for the nine month period.
However, the three month period of fiscal 2000 benefitted from an engineering
and product management contract which carries a high gross margin. The increase
in product revenues for the nine month period resulted from delivery of several
large audio/visual projects in the New York City market area and from higher
shipments of life safety product in the Dallas, Texas market area. The nine
month period of fiscal 2000 also included shipment of another large
communication system, to a rail car manufacturer that generated a very low gross
margin due to cost overruns from technical problems on a new product
(subsequently resolved).
Service revenues during the same three and nine month periods of 2000 were
$1,112,632 and $3,111,223 as compared to $988,811 and $3,082,690, respectively,
for the comparable prior year periods. The
<PAGE>
increase in service revenues in the fiscal 2000 periods reflect an increase in
call-in maintenance service on fire systems.
Gross Profit
Gross profit on product revenues for the three months and nine months ended June
30, 2000, increased to $1,331,876 and $3,234,225 as compared to $1,170,590 and
$3,056,403, representing increases of 14% and 6% for the respective periods. The
increase in gross profit in the current three-month period is related to
improved product mix (including an engineering and product management contract).
The increase in gross margin for the current nine-month period was only 6% due
to product mix that included the effect of $465,000 of subcontractor work (with
minimal gross margins) and shipment of low gross margin rail car communication
product as noted above.
Gross profit on service revenues for the three and nine months periods ended
June 30, 2000 increased to $347,008 and $1,035,487, as compared to $224,891 and
$920,817, respectively. The increase in gross margin on service revenues is
primarily due to an increase in call-in service revenue for the fiscal 2000
periods.
Income Before Tax
Income from operating activities for the three and nine month periods ended June
30, 2000 were $320,429 and $368,490, respectively as compared with income from
operations of $137,936 and $409,214 for the comparable 1999 periods. The
increase in operating income during the three month period of fiscal 2000 is
primarily attributed to improved product mix and related gross margin. However,
this contribution to operating income was mitigated to some extent by a 10%
increase in selling, general and administrative expenses. Approximately $50,000
or 4% of the increase for the current quarter was due to cost of moving the
Company's Long Island operations to a new facility in Syosset, NY. Operating
income for the nine month period of fiscal 2000 declined and was effected by
product mix that included certain subcontractor work with minimal gross margin
and shipment of a low margin rail car communication product (new product
introduction with cost overruns due to development problems) and from a $332,675
or 10% increase in selling, general and administrative expenses to support
higher product sales. During the past two years the Company has intensified its
marketing efforts and expanded its product territory. This effort has resulted
in 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 has contributed to the higher level of shipments.
Tax Provision
The Company's current income tax provision represents federal, state and local
income taxes that resulted in an effective rate of 39%. In fiscal 1999, the
Company was only subject to the alternative minimum tax for federal income tax
purposes. Also, in 1999, a deferred tax provision was provided for the reduction
in the Company's deferred tax asset to reflect the utilization of the Company's
net operating loss carryforward.
Order Position
The Company's order position, excluding service, at June 30, 2000 amounted to
$10,800,000 as compared to $10,900,000 at March 31,2000 and $8,300,000 at
<PAGE>
June 30, 1999. 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. However, the order position at June 30, 2000
does not, include subcontractor work to the same extent as that which was
performed during the first nine months of fiscal 2000.
<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, 2000.
<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)
------------------------------
John A. Poserina,
Chief Financial Officer, Secretary
And Director
Date: August 14, 2000