<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
/X/ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended June 30, 1998.
or
/ / Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-12937
ALL COMMUNICATIONS CORPORATION
(Exact Name of Small Business Issuer as Specified in its Charter)
New Jersey 22-3124655
(State or other Jurisdiction of I.R.S. Employer Number
Incorporation or Organization)
225 LONG AVENUE, P.O. BOX 794, HILLSIDE, NEW JERSEY 07205
(Address of Principal Executive Offices)
973-282-2000
(Issuer's Telephone Number, Including Area Code)
CHECK WHETHER THE ISSUER: (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS
(OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH
REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90
DAYS.
Yes [X] No[ ]
The number of shares outstanding of the registrant's Common Stock as of
August 3, 1998 was 4,910,000.
Transitional Small Business Disclosure Format:
Yes[ ] No [X]
<PAGE>
ALL COMMUNICATIONS CORPORATION
Index
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements *
Consolidated Balance Sheet
June 30, 1998 and December 31, 1997 1
Consolidated Statement of Operations
For the Six Months and Three Months ended
June 30, 1998 and 1997 2
Consolidated Statement of Cash Flows
For the Six Months ended June 30, 1998 and 1997 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
PART II. OTHER INFORMATION
Legal Proceedings 10
Changes in Securities 10
Defaults Upon Senior Securities 10
Submission of Matters to a Vote of Security Holders 11
Other Information 11
Exhibits and Reports on Form 8-K 11
Signatures 12
* The Balance Sheet at December 31, 1997 has been taken from the audited
financial statements at that date. All other financial statements are unaudited.
<PAGE>
ALL COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 624,879 $ 2,175,226
Accounts receivable-net 2,825,896 2,041,350
Inventory 3,537,099 1,097,883
Advances to Maxbase, Inc. - 127,080
Other current assets 69,932 96,218
------------------ ----------------
Total current assets 7,057,806 5,537,757
FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS-NET 569,708 438,490
DEFERRED FINANCING COSTS 40,727 -
OTHER ASSETS 38,214 31,359
------------------ ----------------
Total assets $ 7,706,455 $ 6,007,606
================== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of capital lease payable $ 16,304 $ -
Accounts payable 1,346,916 909,785
Accrued expenses 656,330 323,892
Customer deposits 456,417 37,052
Income taxes payable - 2,453
------------------ ----------------
Total current liabilities 2,475,967 1,273,182
NONCURRENT LIABILITIES
Bank loan payable 800,000 -
Capital lease payable, less current portion 32,172 -
------------------ ----------------
Total noncurrent liabilities 832,172 -
------------------ ----------------
Total liabilities 3,308,139 1,273,182
COMMITMENTS - SEE NOTES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value;
1,000,000 shares authorized, none issued or outstanding - -
Common Stock, no par value; 100,000,000 authorized;
4,910,000 shares issued and outstanding 5,229,740 5,229,740
Additional paid-in capital 332,024 316,611
Accumulated deficit (1,163,448) (811,927)
------------------ ----------------
Total stockholders' equity 4,398,316 4,734,424
------------------ ----------------
Total liabilities and stockholders' equity $ 7,706,455 $ 6,007,606
================== ================
</TABLE>
See Notes to Consolidated Financial Statements
-1-
<PAGE>
ALL COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30, June 30,
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET REVENUES $ 5,336,914 $ 3,463,762 $ 3,008,810 $ 1,839,906
Cost of revenues 3,710,921 2,370,587 2,092,265 1,241,073
------------ ------------ ------------ ------------
GROSS MARGIN 1,625,993 1,093,175 916,545 598,833
Operating expenses:
Selling 1,431,466 600,461 743,194 318,819
General and administrative 580,801 424,325 298,109 244,396
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 2,012,267 1,024,786 1,041,303 563,215
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS (386,274) 68,389 (124,758) 35,618
------------ ------------ ------------ ------------
OTHER (INCOME) EXPENSES
Amortization of deferred financing costs 2,715 315,406 2,715 315,406
Interest income (38,520) (37,952) (15,304) (32,469)
Interest expense 1,052 27,779 872 15,757
------------ ------------ ------------ ------------
TOTAL OTHER (INCOME) EXPENSES (34,753) 305,233 (11,717) 298,694
------------ ------------ ------------ ------------
LOSS BEFORE INCOME TAXES (351,521) (236,844) (113,041) (263,076)
Provision for income taxes - 37,866 - 25,182
------------ ------------ ------------ ------------
NET LOSS $ (351,521) $ (274,710) $ (113,041) $ (288,258)
============ ============ ============ ============
Basic and diluted loss per common share $ (0.07) $ (0.07) $ (0.02) $ (0.07)
============ ============ ============ ============
Weighted average common shares outstanding for
basic and diluted computation 4,910,000 3,692,071 4,910,000 4,337,000
============ ============ ============ ============
</TABLE>
See Notes to Consolidated Financial Statements
-2-
<PAGE>
ALL COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
June 30,
1998 1997
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS $ (351,521) $ (274,710)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation and amortization 83,099 341,131
Non cash compensation 15,413 -
Increase (decrease) in cash attributable
to changes in assets and liabilities
Accounts receivable (784,546) (949,977)
Inventory (2,439,216) (16,098)
Advances to Maxbase, Inc. 127,080 -
Other current assets 26,286 (67,721)
Accounts payable 437,132 (97,248)
Accrued expenses 332,438 123,598
Income taxes payable (2,453) 31,967
Deferred income taxes - 1,444
Customer deposits 419,365 29,024
------------- -------------
NET CASH USED BY OPERATING ACTIVITIES (2,136,923) (878,590)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of furniture, equipment and leasehold improvements (160,589) (185,808)
Decrease (increase) in other assets (6,855) 6,194
------------- -------------
NET CASH USED BY INVESTING ACTIVITIES (167,444) (179,614)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from public offering - 5,635,070
Deferred stock offering costs - (1,062,760)
Deferred financing costs (43,442) -
Repayment of subordinated convertible note - (150,000)
Proceeds from bank loans 800,000 125,000
Payments on capital lease obligations (2,538) -
Payments on bank loans - (644,673)
------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 754,020 3,902,637
------------- -------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,550,347) 2,844,433
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,175,226 645,614
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 624,879 $ 3,490,047
============= =============
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 1,052 $ 27,779
============= =============
Income taxes $ - $ 1,910
============= =============
Acquisition of equipment
Cost of equipment $ 58,844 $ -
Capital lease payable incurred 51,012 -
------------- -------------
Cash down payment $ 7,832 $ -
============= =============
Supplemental disclosures of non-cash financing activities
Conversion of subordinated promissory notes to capital $ - $ 600,000
============= =============
Reclassification of deferred financing costs to paid-in capital $ - $ 75,000
============= =============
</TABLE>
See Notes to Consolidated Financial Statements
-3-
<PAGE>
ALL COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
JUNE 30, 1998
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements of All Communications Corporation
("the Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and
with Item 310(b) of Regulation SB. Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the three and six months ended June 30,
1998 are not necessarily indicative of the results that may be expected
for the year ending December 31, 1998. For further information, refer
to the financial statements and footnotes thereto included in the
Company's Annual Report for the fiscal year ended December 31, 1997 as
filed with the Securities and Exchange Commission.
The consolidated financial statements include the accounts of the
Company and AllComm Products Corp. ("APC"), a wholly owned subsidiary.
All material intercompany balances and transactions have been
eliminated in consolidation.
NOTE 2 - INCOME (LOSS) PER SHARE
Effective December 31, 1997, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share." Basic net income (loss) per share is calculated by dividing net
income (loss) by the weighted-average number of common shares
outstanding during the period.
Diluted net income per share is calculated by dividing net income by
the weighted-average number of common shares outstanding plus the
weighted-average number of net shares that would be issued upon
exercise of stock options and warrants using the treasury stock method.
Common stock options and warrants have not been included in any of the
per share computations because their inclusion would be anti-dilutive.
NOTE 3 - BANK FINANCING
In May 1998, the Company closed on a $5,000,000 working capital credit
facility with an asset-based lender. Loan availability is based on 75%
of eligible accounts receivable, as defined, and 50% of eligible
finished goods inventory, with a cap of $1,200,000 on inventory
financing. Outstanding borrowings bear interest at the lender's base
rate plus 1% per annum, payable monthly, and are collateralized by a
lien on accounts receivable, inventories, and intangible assets. The
Company is subject to certain financial covenants relating to minimum
net worth, maximum leverage and minimum profitability. The commitment
also provides for the payment of various fees, including a $30,000
closing fee as well as ongoing servicing and renewal fees. The credit
facility will have an initial term of two years, with annual renewals
thereafter subject to the lender's review. Costs totaling $43,440
incurred in connection with the financing are being amortized, on a
straight-line basis, over the term of the agreement.
-4-
<PAGE>
ALL COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
JUNE 30, 1998
NOTE 4 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In 1998, the Company adopted the provisions of SFAS 130, "Reporting
Comprehensive Income", which promulgates standards for the reporting
and display of comprehensive income and its components. There were no
items of comprehensive income to report in any of the periods
presented.
The Company has also adopted SFAS 131, "Disclosures About Segments of
an Enterprise and Related Information", which requires disclosure of
reportable operating segments. The Company will address the segment
information requirements of SFAS 131 in its annual report for the year
ended December 31, 1998.
NOTE 5 - SUBSEQUENT EVENT
On July 16, 1998, MaxBase, Inc. filed a Complaint against the Company
and APC in the Superior Court of New Jersey, Law Division, in Bergen
County. The Complaint alleges that the Company breached its agreement
with MaxBase by failing to meet the required minimum purchase
obligations thereunder. The Complaint further alleges misrepresentation
and unfair trade practices, and seeks unspecified monetary damages as
well as punitive and treble damages. The Complaint also seeks to enjoin
the Company from enforcing any rights the Company has under the
agreement. The Company believes the claims by MaxBase are without merit
and intends to fully defend the suit and assert its rights under the
agreement.
-5-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the Company's
consolidated financial statements and the notes thereto. The discussion of
results, causes and trends should not be construed to imply any conclusion that
such results or trends will necessarily continue in the future
The statements contained herein, other than historical information, are or may
be deemed to be forward-looking statements and involve factors, risks and
uncertainties that may cause the Company's actual results in future periods to
differ materially from such statements. These factors, risks and uncertainties,
include the relatively short operating history of the Company; market acceptance
and availability of new products; the non-binding and nonexclusive nature of
reseller agreements with manufacturers; rapid technological change affecting
products sold by the Company; the impact of competitive products and pricing, as
well as competition from other resellers; possible delays in the shipment of new
products; and the availability of sufficient financial resources to enable the
Company to expand its operations.
RESULTS OF OPERATIONS
Six Months Ended June 30, 1998 ("1998 period") Compared to Six Months Ended June
30, 1997 ("1997 period") and Three Months Ended June 30, 1998 Compared to Three
Months Ended June 30, 1997.
Net revenues. Operating revenues for the 1998 period totaled
$5,337,000, a record level for a six-month period, representing a 54% increase
over the revenues of $3,464,000 reported for the 1997 period. Operating revenues
for the three month period ended June 30, 1998 totaled $3,009,000, representing
a 64% increase over the revenues of $1,840,000 reported for the three month
period ended June 30, 1997.
Sales of voice communications products and services increased in the
1998 period by 75% to $2,867,000 over comparable 1997 revenues of $1,634,000 and
for the three months ended June 30, 1998 by 83% to $1,728,000 over comparable
1997 revenues of $943,000. Revenues in the 1998 period were derived primarily
from the sale of Lucent Technologies, Inc. (Lucent) and Panasonic
telecommunications systems and software packages. Revenues in the 1997 period
were derived primarily from the sale of Panasonic systems. Sales under the
Company's Preferred Vendor Agreement with Cendant Corporation accounted for 18%
and 13% of net revenues for the 1998 and 1997 six-month periods, and 20% and 16%
for the three-month periods, respectively.
In 1998, the Company established significant customer relationships
with Weichert Realtors for Panasonic telecommunications systems and Universal
Health Services, Inc., for Lucent and Sony products. Each of these customers
accounted for greater than 5% of net revenues for the 1998 period. The Company
anticipates continued growth in the voice communications division for the
balance of fiscal 1998 due in part to
-6-
<PAGE>
the opening of a new sales office in New York City, increased revenue
generated under the Company's recent distribution agreement with Lucent,
and revenue generated by the Company's recently established Structured
Cable division.
Sales of videoconferencing equipment increased in the 1998 period by
$588,000 or 32% to $2,418,000 as compared to $1,830,000 for the 1997 period, and
by $363,000 or 40% to $1,260,000 for the three month period ended June 30, 1998
as compared to $897,000 for the comparable 1997 three month period.
Cost of revenues. Cost of revenues in the 1998 period was $3,711,000 or
70% of net revenues, as compared to $2,371,000 or 68% of net revenues in the
1997 period. Cost of revenues for the three-month period ending June 30, 1998
was $2,092,000 or 70% of net revenues, as compared to $1,241,000 or 67% of net
revenues for the comparable 1997 three-month period. Cost of revenues consists
primarily of net product, direct labor, insurance, and depreciation costs. This
category, as a percentage of sales, is expected to fluctuate in a narrow range,
depending on such factors as sales volume, the mix of product revenues, and
changes in fixed costs during a given period. The percentage increases in 1998
are related to higher direct labor and related costs.
Selling. Selling expenses, which include sales salaries, commissions,
sales overhead, and marketing costs, increased to $1,431,000, or 27% of net
revenues in the 1998 period, as compared to $600,000 or 17% of net revenues in
the 1997 period. During the three-month period ended June 30, 1998, selling
expenses increased to $743,000, or 25% of net revenues as compared to $319,000,
or 17% of net revenues for the comparable 1997 three-month period. The dollar
increase was due in part to higher salaries resulting from additions in sales
personnel in 1998 and higher commission-based videoconferencing sales. The
Company expects selling costs to increase as it continues to expand its sales
staff and invest in product marketing to build its revenue base. The Company
hired six additional sales personnel and opened an additional sales office in
New York City in the first half of 1998.
General and administrative. General and administrative expenses
increased to $581,000 or 11% of net revenues in the 1998 period, as compared to
$424,000 or 12% of net revenues in the 1997 period. During the three-month
period ended June 30, 1998, general and administrative expenses increased to
$298,000 or 10% of net revenues as compared to $244,000 or 13% of net revenues
for the comparable 1997 three-month period. The dollar increase is attributable
primarily to higher salaries and related costs associated with the increase in
administrative staff necessary to manage expanded operations, to higher
occupancy costs and other administrative overhead, as well as to costs incurred
as a result of being a public reporting company. The percentage decrease is
attributable to revenue growth at a greater rate than the increase in general
and administrative expenses.
Income taxes. The Company reported income tax expense in the 1997
periods as a result of the non-deductibility of certain financing costs related
to a private offering of convertible debt.
-7-
<PAGE>
Net loss. The Company reported a net loss of $352,000 or $.07 per share
in the 1998 period, compared to a net loss of $275,000, or $.07 per share in the
1997 period. For the three-months ended June 30, 1998, the Company reported a
net loss of $113,000 or $.02 per share compared to a net loss of $288,000 or
$.07 per share for the comparable 1997 three-month period.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1998, the Company had working capital of $4,582,000,
including $625,000 in cash and cash equivalents.
Net cash used by operating activities for the 1998 period was
$2,137,000 as compared to $879,000 for the 1997 period. Uses of cash in the
1998 period, including increases in accounts receivable due to record revenue
growth, and higher inventory levels, more than offset noncash charges of
$99,000, as well as increases in current liabilities. During the quarter
ended June 30, 1998, the Company received its stocking orders of Polycom
videoconferencing units and Lucent telephone systems. The Company will
continue to maintain significant inventories of selected products when
warranted based on favorable vendor pricing, sales projections, liquidity and
other considerations. Inventories also include approximately $450,000 of
MaxShare 2 units. The Company has recently identified performance problems
with the MaxShare 2 product in certain applications, and believes that
MaxBase, Inc., the supplier of MaxShare 2, has a contractual obligation to
correct any technical defects in the product. Pending resolution of this
matter, the Company has ceased ordering product under its purchase
commitment, and has also suspended shipments to distribution partners. On
July 16, 1998, MaxBase, Inc. filed a Complaint against the Company and APC
for breach of contract, misrepresentations and unfair trade practices. The
Company believes the claims by MaxBase are without merit and intends to fully
defend the suit and assert its rights under the agreement. See "Legal
Proceedings".
Investing activities for the 1998 period included purchases of
$161,000 for building improvements, office furniture and equipment.
Cash flows from financing activities provided net cash of $754,000.
In May 1998, the Company closed on a $5,000,000 working capital credit
facility with an asset-based lender. Loan availability is based on 75% of
eligible accounts receivable, as defined, and 50% of eligible finished goods
inventory, with a cap of $1,200,000 on inventory financing. Outstanding
borrowings bear interest at the lender's base rate plus 1% per annum, payable
monthly, and are collateralized by a lien on accounts receivable,
inventories, and intangible assets. The credit facility will have an initial
term of two years, with annual renewals thereafter subject to the lender's
review. During the 1998 period, the Company borrowed $800,000 on its working
capital credit facility for scheduled payments of its stocking orders.
The Company does not have any material commitments for capital
expenditures. Management believes that the Company has the capital resources and
liquidity necessary to meet all of its obligations for the next twelve months,
based on current operating levels.
-8-
<PAGE>
INFLATION
Management does not believe inflation had a material adverse effect on
the financial statements for the periods presented.
YEAR 2000
Management has initiated a company-wide program to prepare the
Company's computer systems and applications for the year 2000, as well as
identify critical third parties, which the Company relies upon to operate its
business to assess their readiness for the year 2000. The Company expects to
incur internal payroll costs as well as consulting costs and other expenses that
it deems necessary to prepare the Company's systems for the year 2000.
Management cannot presently estimate the cost of this program; however, such
costs are not currently expected to be material to the Company's operations or
financial condition. There can be no assurance that the systems of other
companies which the Company's systems rely upon will be timely converted, or
that such failure to convert by another company would not have a material
adverse effect on the Company's systems and results of operations.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In 1998, the Company adopted the provisions of SFAS 130, "Reporting
Comprehensive Income", which promulgates standards for the reporting and display
of comprehensive income and its components. There were no items of comprehensive
income to report in any of the periods presented.
The Company has also adopted SFAS 131, "Disclosures About Segments of
an Enterprise and Related Information", which requires disclosure of reportable
operating segments. The Company will address the segment information
requirements of SFAS 131 in its annual report for the year ended December 31,
1998.
-9-
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
On July 16, 1998, MaxBase, Inc. filed a Complaint against the Company and
APC in the Superior Court of New Jersey, Law Division, in Bergen County. The
Complaint alleges that the Company breached its agreement with MaxBase by
failing to meet the required minimum purchase obligations thereunder. The
Complaint further alleges misrepresentation and unfair trade practices by the
Company. The Complaint seeks unspecified monetary damages as well as punitive
and treble damages. The Complaint also seeks to enjoin the Company from
enforcing any rights the Company has under the agreement. The Company believes
the claims by MaxBase are without merit and intends to fully defend the suit and
assert its rights under the agreement.
ITEM 2. CHANGES IN SECURITIES
The Company's initial public offering of its Common Stock and Common Stock
Purchase Warrants commenced on April 28, 1997. All securities offered were sold.
The net proceeds of the offering to the Company were $4,539,740. From the
effective date of the registration statement through June 30, 1998, a reasonable
estimate of the utilization of the net proceeds of the offering is as follows:
Use of proceeds Amount
-------------------------------------------------------------------
Purchase of furniture, equipment and leasehold
improvements $ 559,423
Repayment of indebtedness 822,870
Marketing 217,873
Telephone and videoconferencing inventory 1,544,657
Leasing new corporate headquarters 170,205
Hiring additional employees 1,224,712
--------------
$ 4,539,740
==============
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
-10-
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's 1998 Annual Meeting of Stockholders (the
"Annual Meeting") was held on June 19, 1998.
(b) The following is a brief description of each matter voted
on at the Annual Meeting:
(1) The Directors named below were elected at the
Annual Meeting:
NAME VOTES FOR VOTES WITHHELD
---- --------- --------------
Richard Reiss 4,493,417 39,461
Robert Kroner 4,493,417 39,461
Andrea Grasso 4,293,417 239,461
(2) The proposal to amend the Company's Stock Option
Plan was approved.
VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
--------- ------------- ----------- ----------------
3,186,531 141,811 500 1,204,333
(3) The ratification of, the selection of, BDO Seidman,
LLP as the Company's independent auditors was
approved.
VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
--------- ------------- ----------- ----------------
4,496,114 36,061 1,000 0
ITEM 5. OTHER INFORMATION
A duly executed proxy given in connection with the registrant's 1999 Annual
Meeting of Stockholders will confer discretionary authority on the proxies named
therein, or any of them, to vote at such meeting on any matter of which the
Company does not have written notice on or before April 3, 1999, which is
forty-five days prior to the date on which the Company first mailed its proxy
materials for its 1998 Annual Meeting of Stockholders, without advice in the
Company's proxy statement as to the nature of such matter.
ITEM 6. EXHIBITS AND REPORTS ON 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the period
for which this report is filed.
-11-
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ALL COMMUNICATIONS CORPORATION
Registrant
Date: August 3, 1998 By: /s/ Richard Reiss
-------------------------------
Richard Reiss,
President and Chief Executive
Officer
Date: August 3, 1998 By: /s/ Scott Tansey
-------------------------------
Scott Tansey
Vice President - Finance
(principal accounting officer)
-12-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- ------------
27 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements accompanying the filings of Form 10-QSB and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 624,879
<SECURITIES> 0
<RECEIVABLES> 2,905,896
<ALLOWANCES> 80,000
<INVENTORY> 3,537,099
<CURRENT-ASSETS> 7,057,806
<PP&E> 766,177
<DEPRECIATION> 196,469
<TOTAL-ASSETS> 7,706,455
<CURRENT-LIABILITIES> 2,475,967
<BONDS> 0
0
0
<COMMON> 5,229,740
<OTHER-SE> (831,424)
<TOTAL-LIABILITY-AND-EQUITY> 7,706,455
<SALES> 5,336,914
<TOTAL-REVENUES> 5,336,914
<CGS> 3,710,921
<TOTAL-COSTS> 5,723,188
<OTHER-EXPENSES> 2,715
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,052
<INCOME-PRETAX> (351,521)
<INCOME-TAX> 0
<INCOME-CONTINUING> (351,521)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (351,521)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
