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<SEC-DOCUMENT>0000922423-04-000641.txt : 20040507
<SEC-HEADER>0000922423-04-000641.hdr.sgml : 20040507
<ACCEPTANCE-DATETIME>20040507100601
ACCESSION NUMBER:		0000922423-04-000641
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040401
FILED AS OF DATE:		20040507

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RADCOM LTD
		CENTRAL INDEX KEY:			0001016838
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-29452
		FILM NUMBER:		04787122

	BUSINESS ADDRESS:	
		STREET 1:		24 RAOUL WALLENBERG STREET
		CITY:			TEL AVIV
		STATE:			L3
		ZIP:			69719
		BUSINESS PHONE:		2123108007

	MAIL ADDRESS:	
		STREET 1:		26 RAOUL WALLENBERG STREET
		STREET 2:		TEL AVIV 69719
		CITY:			ISREAL
		STATE:			L3
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>kl05013_6-k.txt
<DESCRIPTION>FORM 6-K
<TEXT>

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                        Report of Foreign Private Issuer

                      Pursuant to Rule 13a-16 or 15d-16 of
                       The Securities Exchange Act of 1934


For the month of April, 2004

Commission File Number: 0-29452


                                   RADCOM LTD.
                 (Translation of Registrant's Name into English)

               24 Raoul Wallenberg Street, Tel Aviv 69719, Israel
                    (Address of Principal Executive Offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F    X              Form:40-F
            ---                      ------

Indicate by check mark if the  registrant is submitting  the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): N/A

Indicate by check mark if the  registrant is submitting  the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): N/A

Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes      No  X
   ----     ---

If "Yes" is marked,  indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- N/A
                   --------------  -------


<PAGE>


                                    CONTENTS

This report on Form 6-K of Radcom consists of the following documents, which are
attached hereto and incorporated by reference herein:

1. Press Release: RADCOM REPORTS RESULTS FOR Q1 2004 Dated April 22, 2004.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




                                   Radcom Ltd.
                                    (Registrant)


Dated: May 6, 2004                  By: /s/ David Zigdon
                                        ------------------------------
                                        David Zigdon
                                        Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX



Exhibit Number          Description of Exhibit

10.1  Press Release: RADCOM REPORTS RESULTS FOR Q1 2004
                        Dated April 22, 2004.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>kl05013_ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1 PRESS RELEASE
<TEXT>
   [OBJECT OMITTED]

Contact:
David Zigdon, CFO
(972) 3-6455004
davidz@radcom.com

                                                       FOR IMMEDIATE RELEASE
                                                       ---------------------


                       RADCOM REPORTS RESULTS FOR Q1 2004
                       ----------------------------------
 -- Revenues Up 119% Y-O-Y; Sales Building of All Convergence Solutions --

      TEL-AVIV,  Israel--April  22,  2004--  RADCOM  Ltd.  (RADCOM)  (NASDAQ:
RDCM) today  announced  unaudited  financial  results for the first  quarter
ended March 31, 2004.

      Revenues for the first quarter of 2004 were $3,504,000, an increase of
119% compared to $1,600,000 in the first quarter of 2003. Net loss for the first
quarter of 2004 was $576,000, or $0.05 per share, compared to a net loss of
$3,180,000, or $0.30 per share, for the first quarter of 2003.

      Commenting on the results, Arnon Toussia-Cohen, President and CEO of
RADCOM, said, "We are pleased to report another quarter of strong Cellular
Performer sales together with growing interest and orders for the Omni-Q Voice
Quality Management solution. As we expected, first quarter revenues were
somewhat lower than the fourth quarter of 2003, reflecting our normal seasonal
pattern. However, the fact that we are seing continuous growth on a
year-over-year basis is encouraging.

      "During the quarter, we received several repeat orders from major cellular
equipment vendors, an important validation of our sales and marketing strategy,
and were successful in closing initial Cellular Performer orders from new
service providers. We were also pleased to record several new Omni-Q orders, a
development which points the increasing scale of some VoIP deployments."

      Mr. Toussia-Cohen continued, "The quarter was also an important period of
strategic progress. On the R&D front, we released the powerful Cellular
Performer Expert for monitoring GPRS, UMTS, and CDMA2000 networks, and showcased
our new Performer Suite of IP Video Test Solutions.

      "On the financial front, we marked another milestone: the closing of a
$5.5 million private placement (PIPE investment) of ordinary shares to expand
our stability and flexibility. With a strong financial base, industry-leading
products and favorable trends, we are optimistic as we look to the future and
working on all fronts to achieve our full potential."


<PAGE>


RADCOM REPORTS/2

      A teleconference to discuss the results will be held today, April 22nd, at
9:00 a.m. Eastern Daylight Time. To participate, please call 1-888-273-9886 from
the U.S., or +1-612-332-0802 from international locations, approximately five
minutes before the call is scheduled to begin. A replay of the call will be
available from 10:45 AM Eastern Time on April 22nd until midnight April 29th. To
access the replay, please call 1-800-475-6701 from the U.S., or +1-320-365-3844
from international locations, and use the access code 727778.

       The conference call can also be accessed online at www.radcom.com.

                                       ###

RADCOM designs, manufactures, markets and supports network test and quality
management solutions for service providers, developers and enterprises
worldwide. The company specializes in comprehensive performance measurement and
voice quality management systems for VoIP and cellular converged networks as
well as in a line of high quality, integrated, multitechnology WAN/LAN/ATM test
solutions. For more information, please visit www.RADCOM.com.

Certain statements made herein that use the words "estimate," "project,"
"intend," "expect", "believe" and similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks and uncertainties which could cause the actual results,
performance or achievements of the Company to be materially different from those
which may be expressed or implied by such statements, including, among others,
changes in general economic and business conditions and specifically, decline in
demand to the Company's products, inability to timely develop and introduce new
technologies, products and applications and loss of market share and pressure on
prices resulting from competition. For additional information regarding these
and other risks and uncertainties associated with the Company's business,
reference is made to the Company's reports filed from time to time with the
Securities and Exchange Commission.










                          (Financial tables to follow)

<PAGE>




RADCOM REPORTS/3

                                                  RADCOM Ltd.
                                     Consolidated Statements of Operations
                                 (1000's of U.S. dollars, except per share data)

                                          Three months ended March 31,
                                          -----------------------------
                                              2004            2003
                                          --------------  -------------
                                           (unaudited)     (unaudited)
                                          --------------  -------------


Sales                                      $      3,504    $     1,600

Cost of sales*                                    1,144          1,621
                                          --------------  -------------
Gross profit (loss)                               2,360            (21)


Research and development, gross                   1,246          1,417
Less - royalty-bearing participation                500            451
                                          --------------  -------------
Research and development, net                       746            966


Sales and marketing                               1,744          1,822


General and administrative                          452            393
                                          --------------  -------------


Total operating expenses                          2,942          3,181
                                          --------------  -------------


Operating loss                                     (582)        (3,202)


Financing income, net                                 6             22
                                          --------------  -------------


Net loss                                           (576)        (3,180)
                                          ==============  =============

                                           $
Basic loss per ordinary share                     (0.05)     $   (0.30)
                                          ==============  =============
Weighted average number of
        ordinary shares (basic)              10,610,274     10,492,050

  * Cost of Sales for the first quarter of 2003 included an inventory
write-off in the amount of $960,000


                          (Additional table to follow)


<PAGE>




  RADCOM REPORTS/4
                                   RADCOM Ltd.
                           Consolidated Balance Sheets
                            (1000's of U.S. dollars)

                                                 As of              As of
                                                March 31,        December 31,
                                                  2004              2003
                                           ------------------- ----------------
                                              (unaudited)           (audited)
                                           ------------------- ----------------
  Current Assets
       Cash and cash equivalents
                                                       10,460            5,614
       Trade receivables, net                           3,228            3,769
       Inventories and inventory
         prepayments                                    1,826            1,739
       Other current assets                               678              346
                                           ------------------- ----------------
  Total Current Assets                                 16,192           11,468
                                           ------------------- ----------------


  Assets held for severance benefits                    1,470            1,449
                                           ------------------- ----------------

  Property and equipment, net                           1,387            1,486
                                           ------------------- ----------------

  Total Assets                                         19,049           14,403
                                           =================== ================

  Liabilities and Shareholders' Equity
  Current Liabilities
       Trade payables                                   1,536            1,152
       Other payables and accrued expenses              4,283            4,849
                                           ------------------- ----------------
  Total Current Liabilities                             5,819            6,001
                                           ------------------- ----------------

  Liability for employees severance pay
  benefits                                              2,159            2,156
                                           ------------------- ----------------

  Total Liabilities                                     7,978            8,157
                                           ------------------- ----------------

  Shareholders' Equity
       Share capital                                      100               57
       Additional paid-in capital                      43,631           38,273
       Accumulated deficit                            (32,660)         (32,084)
                                           ------------------- ----------------
  Total Shareholders' Equity                           11,071            6,246
                                           ------------------- ----------------

  Total Liabilities and Shareholders'
  Equity                                               19,049           14,403
                                           =================== ================




</TEXT>
</DOCUMENT>
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