1 UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MARCH 15, 1999 LET'S TALK CELLULAR & WIRELESS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) FLORIDA 0-23351 65-0292891 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 800 BRICKELL AVE., STE. 400 MIAMI, FL 33131 33131 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (305) 358-8255 -------------- - -------------------------------------------------------------------------------- (Former name, former address and fiscal year, if changed since last report.) 2 Item 5. OTHER EVENTS. The following Consolidated Balance Sheet as of February 28, 1999 is being filed by the Registrant at the request of the Nasdaq National Market: LET'S TALK CELLULAR & WIRELESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET FEBRUARY 28, 1999 ----------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 2,420,628 Accounts receivable, net 20,905,670 Inventories 20,024,039 Prepaid expenses 554,811 Deferred tax asset 836,806 ----------- Total current assets 44,741,954 Property and equipment, net 12,758,183 Other assets, net 1,139,238 Intangible assets, net 36,149,125 ----------- Total assets $94,788,500 =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $17,358,198 Bank lines of credit 10,428,609 Accrued expenses 6,170,964 Current portion of bank term loan and obligations under capital leases 2,748,917 Income taxes payable 1,427,897 Deferred revenues 1,247,828 Customer deposits 221,111 ----------- Total current liabilities 39,603,524 Bank term loan, less current portion 17,750,000 Obligation under capital leases, less current portion 442,971 Other liabilities 523,762 Deferred tax liability 423,978 Commitments and contingencies Shareholders' equity: Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued and outstanding -- Common stock, $.01 par value, 50,000,000 shares authorized, 8,749,762 shares issued and outstanding 87,498 Additional paid-in capital 33,716,669 Retained earnings 2,240,098 ----------- Total shareholders' equity 36,044,265 ----------- Total liabilities and shareholders' equity $94,788,500 =========== -2- 3 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. LET'S TALK CELLULAR & WIRELESS, INC. (Registrant) March 15, 1999 By: /s/ David Eisenberg ------------------------------------------ DAVID EISENBERG Chief Executive Officer and Co-Chairman of the Board March 15, 1999 By: /s/ Brett Beveridge ------------------------------------------ BRETT BEVERIDGE President and Co-Chairman of the Board March 15, 1999 By: /s/ Dan Cammarata ------------------------------------------ DAN CAMMARATA Chief Financial Officer -3-