SIMS COMMUNICATIONS INC
10QSB/A, 1998-02-17
REFRIGERATION & SERVICE INDUSTRY MACHINERY
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  ----------

                                  AMENDMENT TO
                                   FORM 10-QSB
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended December 31,1997

                            SIMS COMMUNICATIONS, INC.

            (Exact name of registrant as specified in its charter)

                        Commission File Number: 0-25474
              Delaware                                  65-0287558

   (State or other jurisdiction of          (I.R.S. Employer incorporation or
            organization)                           Identification No.)

                17821  Skypark  Circle  Suite G,  Irvine  CA 92514
              (address  of  principal executive offices) (Zip Code)

                                (714) 724-9094
             (Registrant's telephone number, including area code)

          3333 South Congress Ave., Suite 401 Delray Beach Fl. 33445
                  (Former name, former address and former fiscal year,
                          if changed since last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) or the  Securities  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____

     As of February 3, 1998 the Company had  18,919,932  shares of Common  Stock
issued and outstanding.


                               


<PAGE>



PART I.  FINANCIAL INFORMATION

Part  1.    Financial Information

Item 1.     Index to Financial Statements

SIMS COMMUNICATIONS, INC.
CONSOLIDATED FINANCIAL STATEMENTS                               Page

Consolidated Balance Sheets at
      December 31 1997 and June 30, 1997                              3
Consolidated Statements of Operations for the Three and
       Six Months Ended December 31, 1997 and 1996.                   5
Consolidated Statement of Cash Flows for the
        Six Months Ended  December  31, 1997 and 1996.                6
Consolidated Statement of Stockholders' Equity
      for the Six Months Ended December 31, 1997.                     7
Notes to Consolidated Financial Statements.                           8

Item 2. Management's Discussion and Analysis of
     Financial Condition and Results of Operations.                   14


Part 11.   Other Information                                          15



                                      2


<PAGE>

                   SIMS COMMUNICATIONS INC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                December 31,     June 30,
                                                                   1997            1997
                                                                (Unaudited)      (Audited)

CURRENT ASSETS:
<S>                                                             <C>          <C>         
  Cash and cash equivalents ($250,000 restricted)                  370,432   $    295,900
  Accounts receivables, less allowance for doubtful
     accounts of  $27,584                                          137,460        205,888
  Inventories (Note 5)                                           1,484,489      1,083,199
  Prepaid expenses and other  current assets                        21,787        205,860
  Notes receivable, current portion                                221,667        215,442
                                                                ----------   ------------
  Total Current Assets                                           2,235,835      2,006,289
                                                                ==========   ============
                                                                             
PROPERTY AND EQUIPMENT
  Property & Equipment                                           1,161,081      1,161,081
  Accumulated depreciation                                         527,713        424,002
                                                                ----------   ------------
  Net property and equipment                                       633,368        737,079

OTHER ASSETS
  Notes receivables (Less allowance for
   $169,000 in Dec. 1997 - Note 5)                                 551,223        726,448
  Patents, net of accumulated amortization                         450,731        474,941
  Investments (Notes 4 and 5)                                      200,000      1,510,000

Other                                                               81,021         89,416
                                                                ----------   ------------
  Total Other Assets                                             1,282,975      2,800,805
                                                                ----------   ------------
TOTAL ASSETS                                                    $4,152,178   $  5,544,173
                                                                ==========   ============
</TABLE>
                                                                             
                                      3


<PAGE>

                   SIMS COMMUNICATIONS INC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                December 31,     June 30,
                                                                   1997            1997
                                                                (Unaudited)      (Audited)
CURRENT LIABILITIES
<S>                                                             <C>            <C>         
  Accounts Payable and Accrued Expenses                         $   954,537    $  1,295,105
  Bank line of credit                                               250,000         250,000
  Current obligations under capital lease (Note 8)                    8,377           8,377
  Current maturities of long term debt  (Note 2)                  1,129,738       1,066,985
  Franchise deposits and deferred revenue                           818,019         944,154
  Officer advances payable                                                0          65,809
                                                                -----------    ------------
  Total Current Liabilities                                       3,160,671       3,630,430

LONG TERM LIABILITIES
  Long term debt (Note 2)                                            40,000          48,000
  Obligations under capital leases (Note 8)                          30,898          37,919
                                                                -----------    ------------
  Total Long Term Liabilities                                        70,898           5,919
                                                                -----------    ------------
  Total Liabilities                                               3,231,569       3,716,349
                                                                -----------    ------------
  Commitments and contingencies                                          --              --
                                                                -----------    ------------

STOCKHOLDERS'  EQUITY  (Notes 6 and 7)
  Preferred  stock,  Series A,  $.001 par value, 50,000
   shares authorized,  25,250 shares issued and outstanding
   (liquidation preference of $505,000)                                 25               25
  Preferred stock, Series B, $.001 par value,
   100,000 shares authorized, 100,000 shares issued and
   outstanding (liquidation preference of $100,000)                    100              100
  Common stock  $.0001 par value 40,000,000 shares
   authorized: shares issued and outstanding 13,981,524
   December 1997 and 8,481,995 June 1997                             1,417              848
  Additional Paid In Capital                                    17,436,113       15,134,047
  Accumulated Deficit                                          (16,517,046)     (13,307,196)
                                                               -----------     ------------
  Total Stockholders Equity                                        920,609        1,827,824
                                                               -----------     ------------
  Total Liabilities and Stockholders' Equity                   $ 4,152,178     $  5,544,173
                                                               ===========     ============
</TABLE>
 
  See notes to consolidated financial statements

                                      4

<PAGE>

SIMS COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended December 31, 1997 and 1996
(Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended           Six  Months Ended
                                                              Dec. 31                     Dec. 31,
                                                        1997          1996           1997           1996
<S>                                            <C>            <C>              <C>            <C>
Revenues
Equipment & Other                                 $   55,013      $ 181,451    $    81,247    $   488,907
Activations                                          201,104        473,107        569,281      1,014,247
Rental                                                62,881        222,454        198,891        568,700
Calling Card & Long Distance                          73,846        158,785        160,909        159,711
                                                 -----------    -----------    -----------    -----------
Total Revenues                                       392,844      1,035,797      1,010,328      2,231,565

Cost of Sales                                        242,853        620,879        647,956      1,508,331
                                                 -----------    -----------    -----------    -----------
                    Gross Profit                     149,991        414,918        362,372        723,234

Operating Expenses
General & Administrative                             413,022        257,130        913,170        613,381
Depreciation and Amortization                         66,031         49,996        127,920        107,992
Interest-net                                          56,325         12,595         81,617         24,923
Selling & Marketing                                  462,868        247,328        748,384        545,763
Stock Based Compensation/Services                     85,230        381,393        768,131        381,393
Research & Development                                     0         25,571              0         27,068
Provisions for Bad Debt & Contract Termination       933,000              0        933,000              0
                                                 -----------    -----------    -----------    -----------
Total Expenses                                     2,016,476        974,013      3,572,222      1,700,520

Income /(Loss) Before Income Taxes               $(1,866,485)   $  (559,095)   $(3,209,850)     $(977,286)
                                                 -----------    -----------    -----------    -----------
Income Tax Expense                                        --             --             --             --
                                                 -----------    -----------    -----------    -----------
                            
Net Income/(Loss)                                $(1,866,485)     $(559,095)   $(3,209,850)     $(977,286)
                                                 ===========    ===========    ===========    ===========
Net Income/(Loss) Per Common Share               $      (.19)   $      (.10)   $      (.35)   $     (0.22)
                                                 ===========    ===========    ===========    ===========
                            
Weighted Average Common Shares
Outstanding
                                                   9,969,417      5,404,411      9,224,830      4,498,814
                                                 ===========    ===========    ===========    ===========

</TABLE>

                                      5

<PAGE>

SIMS COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE SIX MONTHS ENDING DECEMBER 31, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>


                                                                 December  31,

CASH FLOWS FROM OPERATING ACTIVITIES                         1997             1996
<S>                                                       <C>              <C>   
Net (loss)                                                 $(3,209,850)     $(751,786)
Adjustments to reconcile net loss to net cash used
  in operating activities:
     Depreciation & Amortization                               127,920        107,992
Equity Based Compensation/Services                             615,463        155,893
Expenses of Stock issued                                      (180,505)
Provision for Contract Termination                             764,000
Changes in assets and liabilities
     Inventories                                              (401,290)       283,817
  Accounts and other receivables                                68,428        (27,847)
  Prepaid Expenses and other Current Assets                     31,405        (26,000)
  Accounts payable and accrued expenses                       (251,327)       165,416
  Franchise and customer deposit & Deferred Revenues          (126,135)       (46,501)
  Deposits                                                           0           (255)
                                                            ----------     ----------
NET CASH FROM (USED IN) OPERATING ACTIVITIES                (2,561,891)      (139,271)

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                               0        (33,612)
  Net cash received from acquisition (Note 5)                        0          2,737
  Net cash used for acquisition                                      0        (35,000)
  Notes receivable                                                 481       (377,427)
  Change in other assets                                         8,395        (20,386)

NET CASH (USED IN) INVESTING ACTIVITIES                          8,876       (463,688)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of debt                             1,460,000        260,000
  Payments on debts                                            (69,623)      (208,436)
  Loans from (repayments to) officers                          (65,809)        56,832
  Proceeds from issuance of common stock                             0        451,008
  Reduction in investments                                   1,310,000              0
  Payments of obligation under capital lease                    (7,021)        (4,520)
                                                              --------        --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                    2,627,547        554,884
                                                             --------         --------
NET INCREASE (DECREASE) IN CASH                                 74,532        (48,075)

CASH AT BEGINNING OF PERIOD                                    295,900        322,542

CASH AT END OF PERIOD                                          370,432        274,467

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid during the 6 months for interest                 $    23,166       $ 32,161
Cash paid during the 6 months for income taxes             $         0       $      0

      See notes to consolidated financial statements

                                      6
</TABLE>


<PAGE>


SIMS COMMUNICATIONS INC. AND SUBSIDIARIES   CONSOLIDATED STATEMENT OF
STOCKHOLDER'S EQUITY FOR THE  6  MONTHS ENDING DEC. 31, 1997  (UNAUDITED)


<TABLE>
<CAPTION>

                                                            PREFERRED STOCK

                                                      SERIES A                          SERIES B
                                               NUMBER                           NUMBER OF
                                             OF SHARES         AMOUNT            SHARES        AMOUNT
<S>                                            <C>               <C>           <C>            <C>   

Balance - June 30, 1997                         25,250            $25            10,000         $100
Net loss -6 months ended
Dec. 31, 1997 
Common stock issued for the conversion
of  incentive stock options net of shares
returned to Company as payment

Issuance of Common Stock  to officers
and directors for accrued salaries and
loans at $.55 per share

Issuance of Common Stock for Conversion of
Notes Payable to Foreign Individuals Under
Reg. S. averaging $.34 per share (net of
$162,955 expense)

Issuance of Common Stock
For Services

Issuance of Common Stock
For Conversion of Notes at $.40 Per share
(net of $ 7,550 Expenses)

Balance -December 31, 1997                     25,250             $25            10,000       $100
                                             ========           =======         =======       =====


                                      7
</TABLE>


<PAGE>



SIMS COMMUNICATIONS INC. AND SUBSIDIARIES   CONSOLIDATED STATEMENT OF
STOCKHOLDER'S EQUITY FOR THE  6  MONTHS ENDING DEC. 31, 1997  (UNAUDITED)

(continued)
<TABLE>
<CAPTION>
                                                 COMMON ST0CK
                                                                      ADDITIONAL
                                            NUMBER OF                 PAID IN      ACCUMULATED
                                              SHARES     AMOUNT       CAPITAL         DEFICIT       TOTAL
                                                                                  
<S>                                        <C>            <C>        <C>          <C>              <C>   
                                                                                             
Balance - June 30, 1997                     8,481,995      $848      $15,134,047   ($13,307,196)    $1,827,824
Net loss -6 months ended
Dec. 31,1997 
                                                                      (3,209,850)    (3,209,850)
Common stock issued for the conversion
of  incentive stock options net of shares
returned to Company as payment                200,000        20             (20)                           0

Issuance of Common Stock  to officers
and directors for accrued salaries and
loans at $.55 per share                       671,267        67          369,130                     369,197

Issuance of Common Stock for Conversion of
Notes Payable to Foreign Individuals Under
Reg. S. averaging $.34 per share (net of
$162,955 expense)                           2,945,762       294          836,750                     837,044

Issuance of Common Stock
For Services                                  535,000        53          615,409                     615,462

Issuance of Common Stock
For Conversion of Notes at $.40 Per share
Balance (net of $ 7,550 Expenses)           1,147,500       135          480,797                     480,932

Balance -December 31, 1997                 13,981,524     $1417      $17,436,113   ($16,517,046)    $920,609
                                           ==========     =====      ===========   =============   =========

                                    (Note 6)
</TABLE>

<PAGE>


SIMS COMMUNICATIONS INC. AND SUBSIDIARIES
 Notes to Consolidated Financial Statements


Note 1 - Organization and Significant Accounting Policies

Organization

Sims  Communications Inc. and Subsidiaries (the Company) was incorporated in the
State of Delaware on August 15, 1991. The company was formed as a  communication
equipment  company  and has  expanded  its  focus to  include  telecommunication
services,  cellular telephone  activations and rentals,  long distance,  prepaid
calling cards,  inbound 800 service and  international  operator  services.  New
products  include Point of Sales (POS) debit / credit payment  processing  units
(Debit Link) and scrip terminals Its customers are located throughout the United
States.

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information. 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 six month period ended  December 31,
1997 are not necessarily  indicative of the results that may be expected for the
year ended June 30, 1998.  For further  information,  refer to the  consolidated
financial  statements  and  footnotes  included in the  Company's  annual Filing
Statement on form 10-KSB.

Principles of Consolidation

The   consolidated   financial   statements   includes   the  accounts  of  Sims
Communications  Inc. and its wholly owned  subsidiaries  Sims  Franchise  Group,
Inc., Cellex Communications,  Inc., Sims Communications International,  Inc. and
Link Technologies Inc. (and its wholly owned subsidiaries New View Technologies,
Inc., Link Dispensing  Systems and Southeast Phone Card, Inc.). All intercompany
balances  and  transactions  have  been  eliminated  in  consolidation.  The 10%
minority investment in Smartphone is accounted for under the cost method.

Cash and Cash Equivalents

The Company  considers all highly liquid  instruments  purchased with a maturity
date of three months or less to be cash equivalents.

Inventories

Inventories  consists  primarily  of  automated  cellular  distribution  centers
(ACDC's),  cellular phones, other communication equipment and Link Technologies'
debit and calling card vending  machines and  equipment and point of sales (POS)
materials.  This is  recorded at the lower of cost or market  determined  by the
first-in, first out method.

Property and Equipment

Property and equipment are recorded and depreciated  over their estimated useful
lives  (5-7  years),  utilizing  the  straight-line  method.   Expenditures  for
maintenance and repairs are charged to expense as incurred.


                                      8

<PAGE>

Organization Costs

Organization  costs  have been  capitalized  and are being  amortized  using the
straight-line method over a five year period.

Net Gain / (Loss) Per Common Share

Gain/(Loss)  per common share is based on the weighted  average number of common
shares outstanding during each of the respective periods. Common shares issuable
upon exercise of the convertible  preferred  stock and common stock  equivalents
are  excluded  from the  weighted  average  number of shares since the effect is
dilutive.

Deferred Location Costs

Deferred  location  costs  relate to  expenses  associated  with the  buyback of
certain franchises. These costs are amortized over five years.

Revenue Recognition

Rental  revenue is recognized  upon the completion of the customer phone rental.
Activation  revenue is recognized upon the activation of the customers  cellular
account with the  appropriate  carrier.  Revenues from the sale of the Automated
Cellular  Distribution  Center (ACDC) and other  equipment are  recognized  upon
title passing.

Research and Development

Research  and  development  costs  consist  primarily  of costs  related  to the
conceptional  formation,  design,  tooling and development of prototypes and are
expensed as incurred.

Patents

The patents acquired by the Link acquisition are amortized based on the expected
useful life over a ten year period.


                                      9


<PAGE>



Note 2- Notes and Loans Payable

During the quarter  ended  December  31, 1997,  the company  issued $ 176,000 of
8%-10%  convertible  debt  maturing  January  through  May  1998.  The  debt  is
convertible  into Common Stock at $.40 per share (revised from  $1.25-$2.50) and
common  stock  options at $2.00 per share  (options  expire  through  2002) were
issued as additional benefits.

A detail listing of debt follows:

                                                                 Dec. 31, 1997
Promissory note payable at 10% interest  payable
monthly,  commencing Sept. 15, 1995. Balance of 
principal is payable in full on January 31, 1998. 
As additional consideration,  the Company  agrees 
to pay the note holder  15.5% of all profits 
received through the Company's agreements with 
Commonwealth Group International.                                    $310,348

Note payable -  principal and 11% interest payable in
monthly installments of $541 through June 14, 1998.
Collateralized by equipment.                                            2,890

Notes payable to former officers,  $ 6,006 payable 
monthly (inclusive of 10% interest) payable through 
June 1999.                                                            100,000

Notes payable to foreign investors under Reg S, 8% 
interest, due November, 1999.  Debt includes conversion
rights  equal to 72% of  average  closing  price for
preceding 5 days prior to conversion.                                 100,000

8%-10%  Convertible notes payable,  principal due at 
maturity dates ranging from January  through April 1998.
Debt  includes  conversion to common stock feature with  
conversion  rates of $ .40 per share.  Additionally each
note  holder has issued options to purchase shares of the
Company stock 558,500 Note  payable - $5,000  principal  
plus  interest  (prime +1%)  payable  monthly through 
October 1998.                                                          50,000

Note payable - principal (non interest bearing) payable in
monthly installments of $1,500 through June 2000.                      48,000
                                                                   ----------
                                                                    1,169,738

                    Less: Current Maturities                       (1,129,738)
                                                                   ==========
                    Total Long Term                                  $ 40,000

Note 3 - Continuing Operations and Subsequent Financing

The  accompanying  financial  statements  have been  prepared on a going concern
basis  which   contemplates   the  realization  of  assets  and  liquidation  of
liabilities in the ordinary course of business.  In prior years, the Company had
been in the  development  state and did not begin earning  significant  revenues
until the middle of fiscal year ended 1994.  During the years  ending June 1995,
1996 and 1997 and continuing through the six months ended Dec.

                                       10
<PAGE>

1997, the Company  continued to suffer recurring losses from operations.  During
the fiscal year ended June 30, 1995,  the Company  completed  an initial  public
offering for $5.2 million. Currently, management has sold, at private placements
or had debt and obligations converted into, 4,764,559 shares of common stock for
$ 1,828,000  from October 1997  through  December  1997.  In January  1998,  the
company  sold  2,605,000  shares of  common  stock for  $525,000  and  converted
$175,000 of debt and  obligations  into common stock.  However,  cash flows from
operations may not be sufficient to meet future obligations of the company.

Note 4-Investment in Non Consolidated Subsidiary

In September 1996, the company acquired a 10% minority investment in Smartphone,
Inc. (a company that sells a debit cellular  telephone)  from Sims management at
their  original cost basis.  This was effected by the issuance of 400,000 shares
of common stock. This investment is recorded under the cost method.

Note 5- Provisions for Bad Debt and Contract  Termination  During the year ended
June  1997  the  Company   received   1,807,800   shares  of  Cancall   Cellular
Communications, Inc. Class A preferred stock with a recorded value of $1,310,000
from the sales of licensing  rights and equipment.  During the current  quarter,
this  agreement was mutually  terminated as management of both companies did not
desire to go forward together in cellular  telephone rentals.  Accordingly,  the
equipment  was  returned to the  company,  the  Preferred  Stock was returned to
Cancall and a loss provision for $ 764,000 was provided,  which  represented the
full profit on the agreement previously recorded.

The company sold 30 ACDC units to a master licensee from June through  September
1996. A majority of these units were installed at Los Angeles Airport  terminals
with the remaining  units  anticipated  to be installed in the San Francisco bay
area. The airport terminals were briefly  functional but Airport  management and
licensee   management   requested  a  secession  of  operations  until  contract
provisions could be  renegotiated.  The company has not received payment for the
units and a loss  provision  of  $169,000  (the  profit  on the units  sold) was
recorded for uncollected  receivables.  The receivable was personally guaranteed
by the  owner/president of the master licensee company,  and Management believes
that the sold units will be returned to the company, and ultimately, the company
will participate in the airport cellular rental operations.

Note 6-Stockholders Equity

During the quarter ended  September 30, 1997,  the company issued 165,000 shares
of common stock to officers,  a director  and  employees  for services at prices
ranging between  $0.65-$1.39 per share. For the 6 months ended December 1997 the
company issued 535,000 shares to consultants for services valued at $615,462.

                                      11


<PAGE>

The  company  issued  200,000  shares of common  stock to two  officers  for the
conversion of incentive stock options values at $ 1.00 per share, net of options
for common stock returned to the company, then valued at $1.50 per share.

The company sold in October and November 1997,  $1,100,000 of convertible  notes
to four foreign  investors.  The notes bear  interest at 8% per year and are due
and  payable in November  1999.  All or part of the notes are  convertible  into
shares of the Company's  common stock at 72% of the average closing price of the
stock for the 5 days prior to conversion.  In December,  $1,000,000 of the notes
were converted to 2,945,762 common shares.

Notes sold for $459,000  (between  February and October 1997) were  converted to
1,147,500 shares of common stock.

$369,000 of amounts  due former  officers  and  directors  of the  company  were
converted in December 1997 to 671,267 shares of common stock at $.55 per share.

Note 7-Stock Options

The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No 123 "Accounting for Stock-based  Compensation" (SFAS No.
123).  Accordingly,  no compensation  cost has been recognized for stock options
and warrants granted. Consistent with the disclosure-only provisions of SFAS No.
123, the Company must provide pro forma net earnings and pro forma  earnings per
share disclosures for employee stock option grants made in 1995 and future years
as if the fair value based method defined in SFAS No. 123 had been applied.

The  Company  uses  one of the most  widely  used  option  pricing  models,  the
Black-Scholes model (the Model), for purposes of valuing in stock option grants.
The Model was developed for use in estimating  the fair value of traded  options
which have no vesting restrictions and are fully transferable.  In addition,  it
requires the input of highly subjective assumptions including the expected stock
price volatility,  expected dividend yields, the risk free interest rate and the
expected  life.  Because  the  Company's  stock  options  have   characteristics
significantly  different from those of traded  options,  and because  changes in
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion,  the value  determined  by the  Model is not  necessarily
indicative of the ultimate value of the granted options.

Note 8 - Capital Leases

The Company leases various  office  equipment  which is accounted for as capital
leases. The current liability for the leases is $8,377 and the long term portion
is $30,898 payable through the year 2002.


                                      12

<PAGE>

Note 9- Subsequent Acquisition

Effective  January 1998, the Company issued 2,200,000 shares of its common stock
to the shareholders of Moviebar, Inc. and Vectorvision Inc. in consideration for
the acquisition of a business known as "Movie Vision".  Movie Vision rents video
cassettes,  primarily  containing motion pictures,  through automated dispensing
units in hotels.  Movie Vision currently has video cassette  dispensing machines
in  approximately  140  hotels in the United  States.  For  financial  statement
purposes,  the  acquisition of Movie Vision was valued at $1,100,000  based on a
$0.50  market  price of the  Company's  stock  (the  market  value of the assets
acquired were in excess of the value to the Sims stock issued).



                                      13


<PAGE>


               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Results of Operation-Three Months and Six Ending December 31, 1997

During the three  month and six month  periods  ended  December  31,1997,  total
revenues  decreased versus the comparable  periods of last year due to: maturing
and competitive  pressures in the cellular  telephone  activation  market and to
culmination of the programs  servicing AAA Florida ,  Mississippi  and Louisiana
for phone rentals, cellular activations,  long distance and calling cards. Also,
the on site renting of cellular  telephones at Alamo Rent A Car has ceased until
more profitable  venues can be  established.  Total revenues for the three-month
period were $ 392,844 as compared to 1996 revenues of  $1,035,797.  Revenues for
the 1997 six months were $1,010,328 versus $ 2,231,565 for the prior year.

Ongoing   calling  card  operations  look  favorable  as  volumes  from  current
established  automated  dispensing units are higher. The evolving sales focus of
the Company, including distribution of Debit Link Point of Sales (POS) and scrip
terminals, has continued as new Link terminals have been installed in major fast
food chains such as Taco Bell, Subway , McDonalds and Burger King.  Revenues are
projected to increase not only from  additional  unit sales,  but from recurring
royalties and fees on established units.,

The  acquisition  of the Movie Bar video  cassette  rental  business  will yield
improved  representations  and  synergistic  cost savings at  locations  such as
hotels,  for the Company's  vended  calling card and cellular  telephone  rental
business.

Cost of sales for the three and six months  ending  December 31, 1997 were lower
due to decreases in the Company's total rental  operations,  cellular  telephone
activations  and reduced level equipment  sales.  Profit margins are high on the
calling card and long distance  business since  revenues are largely  commission
based.

Selling,  marketing and general and  administrative  expenses are higher for the
three and six months reflective of support for the Link acquisition,  startup of
a new production  facility and changes in management.  Stock based  compensation
and services  increased for the six months to conserve  cash.  Cost controls and
employee and concurrent facility downsizing have been affected and are projected
to significantly help the bottom line.

 The four  founders and former  officers of the Company have  resigned . The new
President  and Vice  President  have  been  chosen  from  the Link  Technologies
operation /  acquisition  in a move to strengthen  development  and posturing of
operations in that direction.

Liquidity and Sources of Capital

During the six months ended December 31, 1997,  the Company's  cash  requirement
(net loss adjusted for non cash  provisions) was primarily funded by $ 1,460,000
in proceeds from debt which has largely been  converted to common  stock.  Stock
based compensation valued at $ $615,462 was also used to conserve cash.

The $ 487,901 operating cash shortfall for the comparable 1996 period was funded
by proceeds from common stock. The increase in accounts receivable and reduction
in inventories reflects ACDC unit and equipment sales.

Link Technologies Inc. was acquired at Dec. 31, 1996 for the issuance of
674,157 shares of common stock.


                                      14

<PAGE>

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.


                                    SIMS COMMUNICATIONS, INC.



                                    By:/s/ Mark Bennett
                                      --------------------------  
                                        Mark Bennett
                                        President



                                       /s/ Bruce S. Schames
                                      --------------------------
                                       Bruce S. Schames
                                       Chief Financial Officer
Date: Feb. 12, 1998






                                      15


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<ARTICLE>                     5
<CIK>                         0000907127
<NAME>                        SIMS COMMUNICATIONS, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              JUN-30-1998
<PERIOD-END>                                   DEC-31-1997
<CASH>                                         370,432
<SECURITIES>                                   0
<RECEIVABLES>                                  165,044
<ALLOWANCES>                                   27,584
<INVENTORY>                                    1,484,489
<CURRENT-ASSETS>                               2,235,835
<PP&E>                                         1,161,081
<DEPRECIATION>                                 527,713
<TOTAL-ASSETS>                                 4,152,178
<CURRENT-LIABILITIES>                          3,160,671
<BONDS>                                        0
                          0
                                    125
<COMMON>                                       1,417
<OTHER-SE>                                     919,067
<TOTAL-LIABILITY-AND-EQUITY>                   4,152,178
<SALES>                                        1,010,328
<TOTAL-REVENUES>                               1,010,328
<CGS>                                          647,956
<TOTAL-COSTS>                                  3,572,222
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                (3,209,850)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (3,209,850)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (3,209,850)
<EPS-PRIMARY>                                  (0.35)
<EPS-DILUTED>                                  (0.35)
        


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