<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------
FORM 10-QSB/A
-------------
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange
- ------ Act of 1934
For the quarterly period ended November 30, 1995
Transition report under Section 13 or 15(d) of the Securities Exchange
- ------ Act of 1934
For the period from to
-------------- ---------------
Commission file number: 1-11686 (12b)
CYCOMM INTERNATIONAL INC.
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
Wyoming 54-1779046
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
1420 Springhill Road, Suite 420
McLean, Virginia 22102
(Address of principal executive offices)
(703) 903-9548
(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 Securities Exchange Act of 1934 during the past 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of January 18, 1996, the Registrant had 4,065,314 shares of Common Stock
outstanding.
Transitional Small Business Disclosure Format: Yes No X
--- ---
<PAGE> 2
CYCOMM INTERNATIONAL INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I - FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Loss and Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Statement of Shareholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART II - OTHER INFORMATION
- ---------------------------
ITEM 2. CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
2
<PAGE> 3
CYCOMM INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
AS OF NOVEMBER 30, 1995 AND MAY 31, 1995
Unaudited
<TABLE>
<CAPTION>
November 30, May 31,
1995 1995
-------------------- -------------
ASSETS (Restated)
<S> <C> <C>
Current Assets
Cash and cash equivalents $787,775 $1,791,720
Accounts receivable 265,238 55,798
Inventories 1,408,908 1,374,005
Prepaid expenses 351,190 46,001
-------------------- -------------
2,813,111 3,267,524
Notes receivable 190,672 170,672
Fixed assets, net 302,066 335,210
Goodwill, net of accumulated amortization 781,436 991,924
Other assets
Long-term investments 1,055,796 1,055,796
Deferred costs 389,920 342,087
Prepaid royalties 30,466 30,466
-------------------- -------------
1,476,182 1,428,349
-------------------- -------------
$5,563,467 $6,193,679
==================== =============
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities $1,010,080 $691,787
Capital lease obligations 22,206 23,341
Notes payable - current portion 500,667 639,655
-------------------- -------------
1,532,953 1,354,783
Convertible debentures 825,000 -
Notes payable 35,109 35,109
-------------------- -------------
860,109 35,109
Commitments and Contingencies
SHAREHOLDERS' EQUITY
Common Stock, no par value, unlimited
authorized shares, 3,825,767 and
3,594,316 shares issued and outstanding
at November 30, 1995 and May 31, 1995 27,956,964 26,606,192
Retained Earnings (Deficit) (24,786,559) (21,802,405)
-------------------- -------------
3,170,405 4,803,787
-------------------- -------------
$5,563,467 $6,193,679
==================== =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
CYCOMM INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
FOR THE PERIODS ENDED NOVEMBER 30, 1995 AND 1994
Unaudited
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------------------- ---------------------------------
November 30, November 30, November 30, November 30,
1995 1994 1995 1994
-------------------- ------------- ---------------- ---------------
OPERATIONS (Restated) (Restated)
<S> <C> <C>
Sales $423,075 $319,870 $852,428 $614,931
Cost of sales 255,598 225,573 448,298 404,992
-------------------- ------------- ---------------- ---------------
Gross profit 167,477 94,297 404,130 209,939
Expenses
Consulting 182,109 106,104 318,299 256,946
Depreciation and amortization 135,414 82,785 276,567 163,412
Foreign exchange loss(gain) 14,973 (10,105) 13,706 5,223
Insurance 38,009 7,854 98,685 149,268
Legal and accounting 68,984 57,368 119,710 121,413
Office and miscellaneous 81,825 50,004 236,055 111,368
Research and product development 200,523 155,667 289,059 310,842
Rent 37,779 26,174 58,311 51,954
Salaries, benefits and management fees 430,652 338,572 832,484 743,304
Shareholder communication 46,824 63,476 73,713 78,281
Telephone and facsimile 24,371 29,284 59,533 59,616
Travel and promotion 65,517 56,221 146,016 126,092
Write-down of inventories 354,885 - 354,885 -
-------------------- ------------- ---------------- ---------------
1,681,865 963,404 2,877,023 2,177,719
-------------------- ------------- ---------------- ---------------
-------------------- ------------- ---------------- ---------------
LOSS FROM OPERATIONS (1,514,388) (869,107) (2,472,893) (1,967,780)
-------------------- ------------- ---------------- ---------------
OTHER INCOME(EXPENSE)
Interest income 10,954 31,268 20,987 65,682
Interest expense (508,945) (10,892) (524,195) (17,660)
Gain (loss) on sale of fixed assets (2,578) (2,968) (11,175) 3,871
Other income 1,740 4,577 3,122 5,656
-------------------- ------------- ---------------- ---------------
(498,829) 21,985 (511,261) 57,549
-------------------- ------------- ---------------- ---------------
-------------------- ------------- ---------------- ---------------
NET LOSS ($2,013,217) ($847,122) ($2,984,154) ($1,910,231)
==================== ============= ================ ===============
LOSS PER SHARE
Net loss per share ($0.56) ($0.27) ($0.83) ($0.61)
==================== ============= ================ ===============
Weighted average common shares outstanding 3,613,192 3,137,824 3,613,192 3,137,824
==================== ============= ================ ===============
DEFICIT
Deficit, beginning of period 22,773,342 18,235,068 21,802,405 17,171,959
Loss for the period 2,013,217 847,122 2,984,154 1,910,231
-------------------- ------------- ---------------- ---------------
Deficit, end of period $24,786,559 $19,082,190 $24,786,559 $19,082,190
==================== ============= ================ ===============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
CYCOMM INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED NOVEMBER 30, 1995 AND 1994
Unaudited
<TABLE>
<CAPTION>
Six Months Ended
-------------------------------
November 30, November 30,
1995 1994
------------- ----------------
OPERATING ACTIVITIES: (Restated)
<S> <C> <C>
Loss for the period ($2,984,154) ($1,910,231)
Add (deduct) items not affecting cash:
Depreciation and amortization expense 276,567 163,412
Non-cash expenses 466,666 -
Provision to rework inventory - (866)
Research and product development 92,167 94,167
Provision for product warranty (9,049) 8,112
Loss/(gain) on sale of fixed assets 11,175 (3,871)
Write-down of inventories 354,885 -
------------- ----------------
(1,791,743) (1,649,277)
Changes to working capital:
Change in accounts receivable (229,440) 7,742
Change in inventory (389,788) (14,640)
Change in prepaid expenses (5,189) (19,934)
Change in accounts payable and accrued liabilities 327,342 (539,576)
------------- ----------------
(297,075) (566,408)
------------- ----------------
------------- ----------------
Cash (used in) provided by operating activities (2,088,818) (2,215,685)
------------- ----------------
INVESTING ACTIVITIES:
Additions to fixed assets (68,438) (4,815)
Proceeds from the sale of fixed assets 24,328 19,804
Increase in notes receivable - (26,812)
Increase in long term investments - (49,874)
------------- ----------------
Cash (used in) provided by investing activities (44,110) (61,697)
------------- ----------------
FINANCING ACTIVITIES:
Proceeds from notes payable 1,290,046 8,000
Repayment of notes payable (159,928) (44,041)
Repayment of capital lease obligations (1,135) (6,567)
Proceeds from sale of common stock - 87,567
------------- ----------------
Cash (used in) provided by financing activities 1,128,983 44,959
------------- ----------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,003,945) (2,232,423)
CASH AND CASH EQUIVALENTS - BEGINNING OF THE PERIOD 1,791,720 3,201,804
-------------- ----------------
CASH AND CASH EQUIVALENTS - END OF THE PERIOD $787,775 $969,381
============== ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (NOTE B)
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
CYCOMM INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE PERIODS ENDED NOVEMBER 30, 1995 AND 1994
Unaudited
<TABLE>
<CAPTION>
COMMON COMMON SPECIAL ACCUMULATED
SHARES STOCK WARRANTS DEFICIT
----------------- ------------- ---------------- ---------------
<S> <C> <C> <C> <C>
BALANCE, MAY 31, 1994 3,012,447 $20,940,396 $2,020,639 ($17,171,959)
Net Loss (4,630,446)
Issuance of Common Stock:
Exercise of stock options 21,900 82,597
Exercise of special warrants 160,000 2,025,609 (2,020,639)
Acquisition of assets 100,000 937,500
Private placement 298,775 2,604,945
Exchange for interest in subsidiary 1,194 15,145
----------------- ------------- ---------------- ---------------
BALANCE, MAY 31, 1995 3,594,316 26,606,192 0 (21,802,405)
----------------- ------------- ---------------- ---------------
Net Loss (2,984,154)
Issuance of Common Stock:
Issued in Payment for Services 63,000 300,000
Conversion of debentures 168,451 584,106
Beneficial conversion feature of convertible debt 466,666
----------------- ------------- ---------------- ---------------
BALANCE, NOVEMBER 30, 1995 3,825,767 $27,956,964 $0 ($24,786,559)
================= ============= ================ ===============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE> 7
CYCOMM INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - UNAUDITED FINANCIAL STATEMENTS
The interim financial information furnished herein was prepared from the books
and records of Cycomm International Inc. and its subsidiaries (the "Company")
as of November 30, 1995 and for the period then ended, without audit; however,
such information reflects all adjustments which are, in the opinion of
management, necessary to a fair presentation of financial position and of the
statements of operations and cash flows for the interim period presented.
Management feels that the adjustments made during the current operating period
were of a normal, recurring nature.
On October 12, 1995, the Company received shareholder approval to redomicile,
effective November 1, 1995, to the United States from Canada. The change was
made as the Company's operations are conducted primarily in the United States.
As a result, the Company has adopted the U.S. dollar as its functional and
reporting currency. This change represents a change in circumstance and the
consolidated financial statements have been translated into U.S. currency as if
the U.S. dollar had been adopted as the functional and reporting currency
effective June 1, 1994.
The interim financial information furnished herein should be read in
conjunction with the financial statements included in this report and the
financial statements and notes contained in the Company's annual report on Form
20-F for the fiscal year ended May 31, 1995.
The interim financial information presented is not necessarily indicative of
the results from operations expected for the full fiscal year.
NOTE B - SUPPLEMENTAL DATA TO CONSOLIDATED STATEMENTS OF CASH FLOWS
Excluded from the consolidated statement of cash flows for the period ended
November 30, 1995 were the effects of certain non-cash investing and financing
activities as follows:
Conversion of convertible debentures to
equity $584,106
NOTE C - CONVERTIBLE DEBENTURES
On September 22, 1995, the Company issued a series of convertible debentures
with gross proceeds of U.S. $1,430,000 to the Company. The debentures, which
are due on September 22, 1997 and bear interest of 10% per annum, are unsecured
and convertible into common stock of the Company at the Market Price, as
defined. As of November 30, 1995, debentures with a principal amount of
$575,000, with accrued interest thereon, were converted into 168,451 common
shares of the Company. Subsequent to November 30, 1995, debentures with a
principal amount of $775,000 with accrued interest thereon, were converted into
239,547 common shares of the Company.
7
<PAGE> 8
CYCOMM INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE D - SUBSEQUENT EVENTS
Convertible Debentures
On December 4, 1995, the Company issued a series of convertible debentures with
gross proceeds of U.S. $3,000,000 to the Company. The debentures, which are
due on December 4, 1997 and bear interest of 10% per annum, are unsecured and
convertible into common stock of the Company at the Market Price, as defined.
Pursuant to the terms of the debentures, the holders may convert, at their
option, an amount of up to 25% of outstanding principal and interest any time
after January 25, 1996, up to 50% of outstanding principal and interest after
February 24, 1996, up to 75% of outstanding principal and interest after March
25, 1996 and up to 100% of outstanding principal and interest after April 24,
1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
LIQUIDITY AND CAPITAL RESOURCES
Cycomm is developing and marketing new cellular privacy and security products.
Until Cycomm is able to achieve sustainable levels of sales, it will be
required to rely on its working capital or raise additional capital to fund its
operations. With the completion of Cycomm's private placement in April 1995
and convertible debentures in the current fiscal year, Cycomm has sufficient
working capital for the fiscal year ended May 31, 1996. In the event that
sales are less than anticipated during fiscal 1996, Cycomm may be required to
seek additional funding through borrowings or sales of equity securities.
Historically, Cycomm has raised funds through equity financings to develop and
market its products, sustain its operations, make acquisitions and enter into
joint ventures and distribution agreements.
At November 30, 1995, the Company had working capital of approximately $1.3
million and total debt of approximately $1.4 million. Included in total debt
is $430,000 due in April 12, 1996, in conjunction with the acquisition of
certain assets from Datotek, Inc., a wholly-owned subsidiary of AT&T Corp.
Also, included in debt is $825,000 due on September 22, 1997 in conjunction
with a convertible financing. As of January 18, 1995, principal conversion
into common stock have reduced the outstanding principal on this debenture
issue to $100,000. In December 1995, the Company raised an additional $3.0
million through the issuance of convertible debentures. The entire amount of
these debentures is currently outstanding and are due on December 4, 1997. The
debt financings completed by the Company were necessary to fund the expansion
and growth of the sales and marketing of the Company's products.
RESULTS OF OPERATIONS
Three Months Ended November 30, 1995 and 1994
The Company recorded a net loss of $2,013,217 for the three months ended
November 30, 1995, as compared to a net loss of $847,122 for the three months
ended November 30, 1994.
8
<PAGE> 9
The Company recorded sales of $423,075 for the three months ended November 30,
1995, as compared to sales of $319,870 for the corresponding quarter of the
prior period. This represents an increase of 32% and is attributable to
increased unit volumes on the sales of the Company's security products.
Additional revenue increases were recognized on the sales of certain equipment
and products that will not form a part of the Company's on-going products
lines.
The Company recorded gross profit of $167,477, or 40% of net sales in the three
months ended November 30, 1995, as compared to $94,297, or 29% of net sales for
the corresponding quarter of the prior period. The improvement in gross margin
in mainly due to the Company's ability to reduce its manufacturing costs on its
security products. However, an additional factor in the current quarter's
gross margin increase was the high margins realized on sales of certain
equipment and products whose costs had been previously written down.
Total operating expenses were $1,681,865 for the three months ended November
30, 1995, as compared to total operating expenses of $963,404 for the three
months ended November 30, 1994. This increase is attributable to increased
costs related to additional expenses incurred in anticipation of increased
sales. Also included in the current quarter was an expense of $354,885
resulting from a one-time charge related to the settlement of a component
contract for discontinued inventory ordered in 1993.
Interest expense for the three months ended November 30, 1995 was $508,945 as
compared to $10,892 for the prior period. This increase is due to increased
debt financing obtained by the Company in the form of convertible debentures.
Included in interest expense are non-recurring, non-cash charges of $466,666
for the three months ended November 30, 1995 related to convertible debt
financing that give effect to beneficial conversion features.
Six Months Ended November 30, 1995 and 1994
The Company recorded a net loss of $2,984,154 for the six months ended November
30, 1995, as compared to a net loss of $1,910,231 for the six months ended
November 30, 1994.
The Company recorded sales of $852,428 for the six months ended November 30,
1995, as compared to sales of $614,931 for the corresponding six month period
of the prior year. This represents an increase of 39% and is attributable to
increased unit volumes on the sales of the Company's security products.
Additional revenue increases were recognized on the sales of certain equipment
and products that will not form a part of the Company's on-going products
lines.
The Company recorded gross profit of $404,130, or 47% of net sales in the six
months ended November 30, 1995, as compared to $209,939, or 34% of net sales
for the corresponding six month period of the prior year. The improvement in
gross margin in mainly due to the Company's ability to reduce its manufacturing
costs on its security products. However, an additional factor in the current
six month periods gross margin increase was the high margins realized on sales
of certain equipment and products whose costs had been previously written down.
Total operating expenses were $2,877,023 for the six months ended November 30,
1995, as compared to total operating expenses of $2,177,719 for the six months
ended November 30, 1994. This increase is attributable to increased costs
related to additional expenses incurred in anticipation of increased sales.
Also included in the current six month period was an expense of $354,885
resulting from a one-time charge related to the settlement of a component
contract for discontinued inventory ordered in 1993.
9
<PAGE> 10
CYCOMM INTERNATIONAL INC. AND SUBSIDIARIES
Interest expense for the six months ended November 30, 1995 was $524,195 as
compared to $17,600 for the prior period. This increase is due to increased
debt financing obtained by the Company in the form of convertible debentures.
Included in interest expense are non-recurring, non-cash charges of $466,666
for the six months ended November 30, 1995 related to convertible debt
financing that give effect to beneficial conversion features.
PART II.
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
At the Annual General and Special Meeting of the Shareholders of the Company
held on October 12, 1995, the stockholders approved a reverse split whereby
every five (5) common shares, without par value, were consolidated into one
common share, without par value. The consolidation did not alter or change in
any way any shareholder's proportion of shares to total shares or any
shareholder's voting rights to the shares owned.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On October 12, 1995, the Company held its Annual General Meeting and Special
Meeting in Vancouver, British Columbia, Canada pursuant to the Notice of Annual
General Meeting and Special Meeting and related Information Circular dated
September 6, 1995. As follows are the actions that were taken at the meeting:
1. To appoint auditors for the ensuing fiscal year ending May 31, 1996.
The results of the voting were as follows:
<TABLE>
<CAPTION>
For Against Withheld
--- ------- --------
<S> <C> <C>
8,083,539 30,900 89,960
</TABLE>
2. To authorize the directors to fix the remuneration of the auditors.
The results of the voting were as follows:
<TABLE>
<CAPTION>
For Against Withheld
--- ------- --------
<S> <C> <C>
8,041,489 58,800 104,110
</TABLE>
3. To determine the number of directors at seven (7) for the ensuing
year. The results of the voting were as follows:
<TABLE>
<CAPTION>
For Against Withheld
--- ------- --------
<S> <C> <C>
8,051,739 33,700 118,960
</TABLE>
10
<PAGE> 11
CYCOMM INTERNATIONAL INC. AND SUBSIDIARIES
4. To elect the following directors to serve for a one (1) year term
until the next Annual General Meeting of the Shareholders. The results of the
voting were as follows:
<TABLE>
<CAPTION>
Nominee For Withheld
------- --- --------
<S> <C> <C>
H. Lionel Ostrow 8,144,907 59,492
Peter Hickey 8,144,907 59,492
Isaac Moss 8,144,907 59,492
Hubert Marleau 8,144,907 59,492
Rick E. Mandrell 8,144,907 59,492
Gregory A. Moore 8,144,907 59,492
Donald N. Sessaman 8,144,907 59,492
</TABLE>
5. To approve the authorized capital of the Company be altered by
consolidating all issued and outstanding common shares without par value on a
basis of five (5) common shares consolidated into one (1) common share. The
results of the voting were as follows:
<TABLE>
<CAPTION>
For Against Withheld
--- ------- --------
<S> <C> <C>
7,515,084 564,155 125,160
</TABLE>
6. To authorize that the Company apply for an instrument of continuance
under the Wyoming Business Corporation Act. The results of the voting were as
follows:
<TABLE>
<CAPTION>
For Against Withheld
--- ------- --------
<S> <C> <C>
2,583,399 173,825 5,447,175
</TABLE>
7. To approve the adoption by the Company in substitution for the
existing Articles of the Company, the form of Certificate of Registration and
Articles of Continuance. The results of the voting were as follows:
<TABLE>
<CAPTION>
For Against Withheld
--- ------- --------
<S> <C> <C>
2,542,819 196,175 5,465,405
</TABLE>
8. To authorize the directors of the Company to abandon the application
for Continuance to the State of Wyoming. The results of the voting were as
follows:
<TABLE>
<CAPTION>
For Against Withheld
--- ------- --------
<S> <C> <C>
2,547,109 178,215 5,479,075
</TABLE>
11
<PAGE> 12
CYCOMM INTERNATIONAL INC. AND SUBSIDIARIES
9. To authorize and direct the President and Chief Executive Officer to
perform all acts as may be required to give effect to the matters set forth in
Item 5 through Item 8. The results of the voting were as follows:
<TABLE>
<CAPTION>
For Against Withheld
--- ------- --------
<S> <C> <C>
7,436,530 214,625 553,244
</TABLE>
10. To ratify and approve any existing stock options granted; to authorize
the directors to grant stock options; and to authorize the directors to
re-negotiate any existing stock options. The results of the voting were as
follows:
<TABLE>
<CAPTION>
For Against Withheld
--- ------- --------
<S> <C> <C>
7,085,348 531,817 587,234
</TABLE>
The shares voted as included in results of the voting described above did not
reflect the five (5) for one (1) stock consolidation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits -- None
(b) Reports on Form 8-K -- None
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CYCOMM INTERNATIONAL INC.
Date June 25, 1997 /s/ Albert I. Hawk
------------------- -----------------------------------
Albert Hawk
President and
Chief Executive Officer
Date June 25, 1997 /s/ Michael R. Skoff
------------------- -----------------------------------
Michael R. Skoff
Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> NOV-30-1995
<CASH> 787,775
<SECURITIES> 0
<RECEIVABLES> 265,238
<ALLOWANCES> 0
<INVENTORY> 1,408,908
<CURRENT-ASSETS> 2,813,111
<PP&E> 1,650,180
<DEPRECIATION> 1,348,114
<TOTAL-ASSETS> 5,563,467
<CURRENT-LIABILITIES> 1,532,953
<BONDS> 0
0
0
<COMMON> 27,956,964
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,563,467
<SALES> 423,075
<TOTAL-REVENUES> 423,075
<CGS> 255,598
<TOTAL-COSTS> 1,681,865
<OTHER-EXPENSES> 498,829
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 508,945
<INCOME-PRETAX> (2,013,217)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,013,217)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,013,217)
<EPS-PRIMARY> (.56)
<EPS-DILUTED> (.56)
</TABLE>
