UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-Q
 
 þ
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
quarterly period ended:   June 30, 2010
 
 or
 
  ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(-D) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from ______ to _______
 
 Commission
File Number: 000-27250
 
 AML
COMMUNICATIONS, INC.
 (Exact
name of registrant as specified in its charter)
 Delaware
                    
                    77-0130894(State
      or Other jurisdiction of
                    
                    (IRS
      Employerincorporation
      or organization)
                    
                    Identification
      No.)
 
 1000
      Avenida AcasoCamarillo, California
                  
                  93012(Address
      of principal executive offices)
                  
                  (Zip
      Code)
 
 (805)
388-1345
 
 (Registrant’s
telephone number including area code)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of 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 þ No  ̈
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period than the
registrant was required to submit and post such files).  Yes 
 ̈ No   ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
 
 Large
      accelerated filer  ̈
                Accelerated
      filer  ̈Non-accelerated
      filer  ̈ (Do
      not check if a smaller reporting company)
                Smaller
      reporting company þ
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes
       ̈ No 
      þ
 
 Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
 
 Common
Stock Outstanding as of August 10, 2010: 10,748,865 shares
  
 
 AML
Communications, Inc.
  Index to Form
10-Q
 June 30,
2010
 
 Part
      I
                        Financial
      InformationItem
      1.
                        Financial
      Statements (Unaudited)Unaudited
      Consolidated Balance Sheet as of June 30, 2010 and Consolidated Balance
      Sheet as of March 31, 2010
                        3Unaudited
      Consolidated Income Statements for the three month periods ended June 30,
      2010 and June 30, 2009
                        4Unaudited
      Consolidated Statements of Cash flows for the three month periods ended
      June 30, 2010 and June 30, 2009
                        5Notes
      to Unaudited Consolidated Financial Statements
                        6Item
      2.
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                        16Item
      3.
                        Quantitative
      and Qualitative Disclosures About Market Risk
                        22Item
      4.
                        Controls
      and Procedures
                        22Part
      II
                        Other
      InformationItem
      1.
                        Legal
      Proceedings
                        22Item
      1A.
                        Risk
      Factors
                        23Item
      2.
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        23Item
      3.
                        Defaults
      Upon Senior Securities
                        23Item
      5.
                        Other
      Information
                        23Item
      6.
                        Exhibits
                        23SIGNATURES
                        26
  2
 
 PART
I - FINANCIAL INFORMATION
 
 Item
      1.
              Financial
      Statements
 AML
COMMUNICATIONS, INC. & SUBSIDIARY
 CONSOLIDATED
BALANCE SHEETS
 (UNAUDITED)
 As on June 30,
                      2010
                    
                    
                    As on March 31,
                      2010ASSETSCurrent
      Assets:Cash
      and cash equivalents
                    
                    $
                    3,299,000
                    
                    
                    $
                    3,327,000Accounts
      receivable, net
                    
                    
                    3,117,000
                    
                    
                    
                    3,148,000Inventories,
      net
                    
                    
                    3,778,000
                    
                    
                    
                    3,498,000Note
      receivable
                    
                    
                    2,000
                    
                    
                    
                    4,000Prepaid
      expenses
                    
                    
                    202,000
                    
                    
                    
                    218,000Deferred
      tax asset - current
                    
                    
                    1,068,000
                    
                    
                    
                    1,277,000Total
      current assets
                    
                    
                    11,466,000
                    
                    
                    
                    11,472,000Property
      and equipment, at cost
                    
                    
                    7,623,000
                    
                    
                    
                    7,417,000Less:
      Accumulated depreciation
                    
                    
                    (5,679,000
                    )
                    
                    
                    (5,534,000
                    )Property
      and equipment, net
                    
                    
                    1,944,000
                    
                    
                    
                    1,883,000Deferred
      tax asset – Non current
                    
                    
                    2,931,000
                    
                    
                    
                    2,931,000Intangible
      Assets:Technologies,
      net
                    
                    
                    1,535,000
                    
                    
                    
                    1,583,000Patents,
      net
                    
                    
                    45,000
                    
                    
                    
                    51,000Customer
      relationship, net
                    
                    
                    30,000
                    
                    
                    
                    32,000Trademarks
      and brand names
                    
                    
                    201,000
                    
                    
                    
                    202,000Total
      intangible assets
                    
                    
                    1,811,000
                    
                    
                    
                    1,868,000Deposits
                    
                    
                    34,000
                    
                    
                    
                    42,000Total
      Assets
                    
                    $
                    18,186,000
                    
                    
                    $
                    18,196,000LIABILITIES AND STOCKHOLDERS’
      EQUITYCurrent
      Liabilities:Line
      of credit
                    
                    $
                    130,000
                    
                    
                    $
                    132,000Accounts
      payable
                    
                    
                    946,000
                    
                    
                    
                    832,000Current
      portion of notes payable and capital lease obligation
                    
                    
                    100,000
                    
                    
                    
                    110,000Accrued
      expenses:Accrued
      payroll and payroll related expenses
                    
                    
                    490,000
                    
                    
                    
                    993,000Other
      accrued liabilities
                    
                    
                    295,000
                    
                    
                    
                    273,000Total
      current liabilities
                    
                    
                    1,961,000
                    
                    
                    
                    2,340,000Long
      term notes payable
                    
                    
                    577,000
                    
                    
                    
                    581,000Capital
      lease obligations, net of current portion
                    
                    
                    84,000
                    
                    
                    
                    97,000Line
      of credit, net of current portion
                    
                    
                    7,000
                    
                    
                    
                    29,000Commitments
      and contingenciesStockholders’
      Equity:Common
      stock, $0.01 par value: 15,000,000 shares authorized; 10,738,415 and
      10,680,915 shares issued and outstanding at June 30, 2010 and March 31,
      2010, respectively. 38,600 shares held in treasury as of June 30,
      2010
                    
                    
                    107,000
                    
                    
                    
                    107,000Capital
      in excess of par value
                    
                    
                    14,296,000
                    
                    
                    
                    14,203,000Retained
      earnings
                    
                    
                    1,181,000
                    
                    
                    
                    866,000Treasury
      stock – 38,600 shares of treasury stock held
                    
                    
                    (27,000
                    )
                    
                    
                    (27,000
                    )Total
      stockholders equity
                    
                    
                    15,557,000
                    
                    
                    
                    15,149,000Total
      Liabilities and stockholders equity
                    
                    $
                    18,186,000
                    
                    
                    $
                    18,196,000
 The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
  3
  AML
COMMUNICATIONS, INC. & SUBSIDIARY
 CONSOLIDATED
STATEMENTS OF INCOME
 (UNAUDITED)
 
 Three Month Periods Ended June
      302010
                    
                    
                    2009Net
      sales
                    
                    $
                    3,733,000
                    
                    
                    $
                    3,351,000Cost
      of goods sold
                    
                    
                    1,878,000
                    
                    
                    
                    1,970,000Gross
      profit
                    
                    
                    1,855,000
                    
                    
                    
                    1,381,000Operating
      expenses:Selling,
      general & administrative
                    
                    
                    792,000
                    
                    
                    
                    694,000Research
      and development
                    
                    
                    522,000
                    
                    
                    
                    535,000Total
      operating expenses
                    
                    
                    1,314,000
                    
                    
                    
                    1,229,000Income
      from operations
                    
                    
                    541,000
                    
                    
                    
                    152,000Other
      Income (Expense)Gain
      on sale of property & equipment
                    
                    
                    -
                    
                    
                    
                    21,000Interest
      & other expense
                    
                    
                    (17,000
                    )
                    
                    
                    (19,000
                    )Total
      other income (expense)
                    
                    
                    (17,000
                    )
                    
                    
                    2,000Income
      before provision for income taxes
                    
                    
                    524,000
                    
                    
                    
                    154,000Provision
      for income taxes
                    
                    
                    210,000
                    
                    
                    
                    62,000Net
      income
                    
                    $
                    314,000
                    
                    
                    $
                    92,000Basic
      earnings per common share
                    
                    $
                    0.03
                    
                    
                    $
                    0.01Basic
      weighted average number of shares of common stock
    outstanding
                    
                    
                    10,695,000
                    
                    
                    
                    10,655,000Diluted
      earnings per common share
                    
                    $
                    0.03
                    
                    
                    $
                    0.01Diluted
      weighted average number of shares of common stock
    outstanding
                    
                    
                    11,276,000
                    
                    
                    
                    10,718,000
 
 The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
  4
  AML
COMMUNICATIONS, INC. & SUBSIDIARY
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
 Three
      Month Periods Ended June 302010
                    
                    
                    2009Cash
      Flows from Operating Activities:Net
      income
                    
                    $
                    314,000
                    
                    
                    $
                    92,000Adjustments
      to reconcile net income to net cash provided by (used in) operating
      activities:Depreciation
                    
                    
                    145,000
                    
                    
                    
                    168,000Provision
      for bad debts
                    
                    
                    8,000
                    
                    
                    
                    (2,000
                    )Inventory
      reserves
                    
                    
                    19,000
                    
                    
                    
                    (42,000
                    )Stock
      options compensation
                    
                    
                    35,000
                    
                    
                    
                    41,000Amortization
                    
                    
                    57,000
                    
                    
                    
                    57,000Gain
      on sale of property & equipment
                    
                    
                    —
                    
                    
                    
                    (21,000
                    )Changes
      in current assets and liabilities:Decrease
      (increase) in:Accounts
      receivable
                    
                    
                    25,000
                    
                    
                    
                    (407,000
                    )Inventories
                    
                    
                    (300,000
                    )
                    
                    
                    (35,000
                    )Other
      assets
                    
                    
                    24,000
                    
                    
                    
                    —Deferred
      tax asset
                    
                    
                    210,000
                    
                    
                    
                    62,000Increase
      (decrease) in:Accounts
      payable
                    
                    
                    114,000
                    
                    
                    
                    188,000Accrued
      expenses
                    
                    
                    (481,000
                    )
                    
                    
                    (328,000
                    )Net
      cash provided by (used in) operating activities
                    
                    
                    170,000
                    
                    
                    
                    (227,000
                    )Cash
      Flows from Investing Activities:Purchases
      of property and equipment
                    
                    
                    (206,000
                    )
                    
                    
                    (36,000
                    )Net
      cash used in investing activities
                    
                    
                    (206,000
                    )
                    
                    
                    (36,000
                    )Cash
      Flows from Financing Activities:Acquisition
      of treasury stock
                    
                    
                    —
                    
                    
                    
                    (27,000
                    )Proceeds
      from exercise of stock options
                    
                    
                    58,000
                    
                    
                    
                    —Payments
      on line of credit
                    
                    
                    (24,000
                    )
                    
                    
                    (84,000
                    )Payments
      on notes payable
                    
                    
                    (9,000
                    )
                    
                    
                    (2,000
                    )Principle
      payments on capital lease obligations
                    
                    
                    (17,000
                    )
                    
                    
                    (2,000
                    )Net
      cash used in financing activities
                    
                    
                    8,000
                    
                    
                    
                    (115,000
                    )Net
      decrease in Cash and Cash Equivalents
                    
                    
                    (28,000
                    )
                    
                    
                    (378,000
                    )Cash
      and Cash Equivalents, beginning of period
                    
                    
                    3,327,000
                    
                    
                    
                    1,581,000Cash
      and Cash Equivalents, end of period
                    
                    $
                    3,299,000
                    
                    
                    $
                    1,203,000Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Interest
                    
                    $
                    17,000
                    
                    
                    $
                    20,000Income
      Taxes
                    
                    $
                    45,000
                    
                    
                    $
                    20,000Supplemental
      disclosure of non-cash flow investing and financing
    activity:Debt
      incurred to acquire property and equipment
                    
                    
                    —
                    
                    
                    $
                    219,000
 
 The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
  5
 
 AML
COMMUNICATIONS, INC.
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 June
30, 2010
 
 AML
Communications, Inc. is a producer and marketer of specialized amplifiers and
integrated assemblies for the defense industry.  The Company currently
conducts its operations through two reportable segments: (1) microwave
amplifiers and integrated assemblies that are designed, manufactured,
and marketed by the Company, and (2) the UltraSatNet, an Intelligent Satellite
Utility Communication Solution for the monitoring and control of power grid
distribution, that is designed, manufactured, and marketed through its wholly
owned subsidiary, Mica-Tech, Inc.
 
 1.           Basis
of Presentation
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United
States.  However, certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been omitted or
condensed pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”).  In the opinion of management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
have been included.  The results of operations and cash flows for the
three-month period presented are not necessarily indicative of the results of
operations for a full year.  These financial statements should be read
in conjunction with the Company’s audited financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2010.
 
 Principles of
Consolidation
 
 The accompanying consolidated financial
statements include the accounts of AML Communications, Inc. (“AML”), including
its Santa Clara Operation, and its wholly owned subsidiary, Mica-Tech. Inc.
(“Mica-Tech”), (collectively, the “Company”, “we” or “us”).  All
significant inter-company accounts and transactions have been eliminated in
consolidation.
 
 2.           Critical
Accounting Policies
 
 Our
discussion and analysis of our financial conditions and results of operations
are based upon our financial statements, which have been prepared in accordance
with generally accepted accounting principles in the United States. The
preparation of financial statements requires management to make estimates and
disclosures on the date of the financial statements.  On an on-going
basis, we evaluate our estimates, including, but not limited to, those related
to revenue recognition.  We use authoritative pronouncements,
historical experience, and other assumptions as the basis for making
judgments.  Actual results could differ from those
estimates.  We believe that the following critical accounting policies
affect our more significant judgments and estimates in the preparation of our
financial statements.
 
 Revenue
recognition.  We generate our revenue through the sale of
products.  Our policy is to recognize revenue when the applicable
revenue recognition criteria have been met, which generally include the
following:
 
 ·
              Persuasive evidence of an
      arrangement exists;
 ·
              Delivery has occurred or
      services have been rendered;
 ·
              Price is fixed or
      determinable; and
 ·
              Collectibility is reasonably
      assured.
 
 Revenue
from the sale of products is generally recognized after both the goods are
shipped to the customer and acceptance has been received, if
required.  Our products are custom made for our customers, who
primarily consist of original engineer manufacturers (OEMs), and we do not
accept returns.  Our products are shipped complete and ready to be
incorporated into higher level assemblies by our customers.  The terms
of the customer arrangements generally pass title and risk of ownership to the
customer at the time of shipment.
 
 Recording
revenue from the sale of products involves the use of estimates and management
judgment.  We must make a determination at the time of sale whether
the customer has the ability to make payments in accordance with
arrangements.  While we do utilize past payment history, and, to the
extent available for new customers, public credit information in making our
assessment, the determination of whether collectibility is reasonably assured is
ultimately a judgment decision that must be made by management.
  6
 
 Allowance
for Doubtful Accounts.  We maintain an allowance for doubtful
accounts receivable based on customer-specific allowances, as well as a general
allowance.  Specific allowances are maintained for customers that are
determined to have a high degree of collectibility risk based on such factors,
among others, as: (i) the aging of the accounts receivable balance; (ii) the
customer’s past payment experience; and (iii) a deterioration in the customer’s
financial condition, evidenced by weak financial condition and/or continued poor
operating results, reduced credit ratings, and/or a bankruptcy
filing.  In addition to the specific allowance, we maintain a general
allowance for all our accounts receivables which are not covered by a specific
allowance.  The general allowance is established based on such
factors, among others, as: (i) the total balance of the outstanding accounts
receivable, including considerations of the aging categories of those accounts
receivable; (ii) past history of uncollectible accounts receivable write-offs;
and (iii) the overall creditworthiness of the customer base.  A
considerable amount of judgment is required in assessing the realizability of
accounts receivables.  Should any of the factors considered in
determining the adequacy of the overall allowance change, an adjustment to the
provision for doubtful accounts receivable may be necessary.
  Inventories.  Inventories
are stated at the lower of cost or market, cost being determined on the
first-in, first-out method.  Inventories are written down if the
estimated net realizable value is less than the recorded value.  We
review the carrying cost of our inventories by product each quarter to determine
the adequacy of our reserves for obsolescence.  In accounting for
inventories, we must make estimates regarding the estimated net realizable value
of our inventory.  This estimate is based, in part, on our forecasts
of future sales and age of the inventory.
 
 Intangible
Assets.  We test intangible assets with indefinite lives for
impairment on an annual basis or more frequently if certain events
occur.  If the assets are considered to be impaired, the impairment to
be recognized will be measured by the amount in which the carrying amount
exceeds the fair value of the assets.  For our intangible assets with
finite lives, including our customer lists, existing technology, and patents, we
amortize the costs of the assets over their useful lives and assess impairment
at least annually or whenever events and circumstances suggest the carrying
value of an asset may not be recoverable. Determining the life of the assets
with finite lives is judgmental in nature and involves the use of estimates and
assumptions.  These estimates and assumptions involve a variety of
factors, including future market growth and conditions, forecasted revenues and
costs and a strategic review of our business and operations.  We base
our fair value estimates on assumptions we believe to be reasonable but that are
unpredictable and inherently uncertain.  Actual future results may
differ from those estimates.  In the event we determine that an
intangible asset is impaired in the future, an adjustment to the value of the
asset would be charged to earnings in the period such determination is
made.
 
 Existing
Technology.Our existing technology is based on a patent
issued in 1990, which continues to be the main technology of MPI.  It
is a substrate deposition technology that is mature and with no replacement
technology forecasted.
 
 Recent
Accounting Pronouncements
 
 In
June 2009, the FASB issued ASC 860 (previously SFAS No. 166,
“Accounting for Transfers of Financial Assets”), which requires additional
information regarding transfers of financial assets, including securitization
transactions, and where companies have continuing exposure to the risks related
to transferred financial assets. SFAS 166 eliminates the concept of a
“qualifying special-purpose entity,” changes the requirements for derecognizing
financial assets, and requires additional disclosures. SFAS 166 is effective for
fiscal years beginning after November 15, 2009. There was no material
impact upon the adoption of this standard on the Company’s consolidated
financial statements.
 
 In
June 2009, the FASB issued ASC 810 (previously SFAS No. 167) for
determining whether to consolidate a variable interest entity. These amended
standards eliminate a mandatory quantitative approach to determine whether a
variable interest gives the entity a controlling financial interest in a
variable interest entity in favor of a qualitatively focused analysis, and
require an ongoing reassessment of whether an entity is the primary beneficiary.
This Statement is effective for reporting period that begin after November 15,
2009. There was no material impact upon the adoption of this standard on the
Company’s consolidated financial statements.
 
 Management
does not believe that any other recently issued, but not yet effective
accounting standards, if adopted, will have a material effect on our financial
statements.
  7
 
 3.           Earnings
Per Share
 
 FASB ASC
260, “Earnings Per Share”, (formerly SFAS No. 128) requires the
presentation of basic earnings per share and diluted earnings per share. Basic
and diluted earnings per share computations are presented by the Company to
conform to the standard and are based on the weighted average number of shares
of Common Stock outstanding during the year.
  Basic
earnings per share is computed by dividing net income or loss by the weighted
average number of shares outstanding for the year. “Diluted” earnings per share
is computed by dividing net income or loss by the total of the weighted average
number of shares outstanding, and the dilutive effect of outstanding stock
options (applying the treasury stock method).
 
 The
Company had approximately 1,893,000 of granted stock options that were
exercisable as of June 30, 2010 and
approximately 1,768,000 of granted stock options and warrants exercisable at
June 30,
2009.
 
 The
following is a reconciliation of the numerators and denominators of the basic
and diluted earnings per share computations:
 
 Three months ended June 30, 2010
      (unaudited)
                      
                      Net Income
                      
                      
                      Shares
                      
                      
                      Per ShareBasic
      earnings per shares:Net
      income available to common stockholders
                      
                      $
                      314,000
                      
                      
                      
                      10,695,000
                      
                      
                      $
                      0.03Effect
      of dilutive securities:Stock
      options
                      
                      
                      
                      
                      
                      
                      581,000Diluted
      earnings per share:
                      
                      $
                      314,000
                      
                      
                      
                      11,276,000
                      
                      
                      $
                      0.03
 
 Three months ended June 30, 2009
      (unaudited)
                    
                    Net Income
                    
                    
                    Shares
                    
                    
                    Per ShareBasic
      earnings per shares:Net
      income available to common stockholders
                    
                    $
                    92,000
                    
                    
                    
                    10,655,000
                    
                    
                    $
                    0.01Effect
      of dilutive securities:Stock
      options & warrants
                    
                    
                    
                    
                    
                    
                    63,000Diluted
      earnings per share:
                    
                    $
                    92,000
                    
                    
                    
                    10,718,000
                    
                    
                    $
                    0.01
 
 4.          Accounts
Receivable
 
 Accounts
receivable as of June 30, 2010 and March 31, 2010 are as follows:
 
 June 30, 2010
                        
                        
                        March 31, 2010(Unaudited)Accounts
      receivable
                        
                        $
                        3,222,000
                        
                        
                        $
                        3,246,000Allowance
      for bad debts
                        
                        
                        (105,000
                        )
                        
                        
                        (98,000
                        )$
                        3,117,000
                        
                        
                        $
                        3,148,000
 
 5.           Inventories
 
 Inventories
include costs of material, labor and manufacturing overhead and are stated at
the lower of cost (first-in, first-out) or market and consist of the
following:
 
 June 30, 2010
                        
                        
                        March 31, 2010(Unaudited)Raw
      materials, net
                        
                        $
                        2,667,000
                        
                        
                        $
                        2,576,000Work
      in process
                        
                        
                        700,000
                        
                        
                        
                        678,000Finished
      goods
                        
                        
                        411,000
                        
                        
                        
                        244,000$
                        3,778,000
                        
                        
                        $
                        3,498,000
  8
 
 6.           Property
& equipment
 
 Property and equipment are depreciated
on the straight-line basis over the following estimated useful
lives:
 
 Machinery
      and equipment
                    3
      to 5 yearsFurniture
      and fixtures
                    5
      yearsLeasehold
      improvements
                    Shorter
      of life of lease or life of improvementBuilding
                    30
      years
 
 Depreciation expense was $145,000 and
$168,000 for the three months ended June 30, 2010 and June 30, 2009,
respectively.
 
 The
Company capitalizes expenditures that materially increase asset lives and
charges ordinary repairs and maintenance to operations as incurred. When assets
are sold or otherwise disposed of, the cost and related depreciation or
amortization is removed from the accounts and any resulting gain or loss is
included in other income (expense) in the accompanying statements of
operations.
 
 Property and equipment as of June 30,
2010 and March 31, 2010 consist of the following:
 
 June 30, 2010
                        
                        
                        March 31, 2010(Unaudited)Building
                        
                        $
                        800,000
                        
                        
                        $
                        800,000Machinery
      and equipment
                        
                        
                        5,668,000
                        
                        
                        
                        5,467,000Furniture
      and fixtures
                        
                        
                        209,000
                        
                        
                        
                        209,000Leasehold
      improvements
                        
                        
                        701,000
                        
                        
                        
                        696,000Leased
      assets
                        
                        
                        245,000
                        
                        
                        
                        245,000Accumulated
      depreciation
                        
                        
                        (5,679,000
                        )
                        
                        
                        (5,534,000
                        )$
                        1,944,000
                        
                        
                        $
                        1,883,000
 
 7.      Intangible
Assets
 
 The
Company accounts for its intangible assets under the applicable guidelines of
Financial Accounting Standards Board Accounting Standards Codification (FASB
ASC) 350, “Intangibles – Goodwill and Other” (formerly SFAS 142 “Goodwill and
other intangible assets”) and FASB ASC 360, “Property, Plant, and Equipment”
(formerly SFAS 144 “accounting for the impairment or disposal of long lived
assets”). Where intangible assets have finite lives, they are amortized over
their useful life unless factors exist to indicate that the asset has been
impaired. The Company evaluates if the assets are impaired annually or on an
interim basis if an event occurs or circumstances change to suggest that the
assets value has diminished. Under FASB ASC 360, when deemed necessary, the
Company completes the evaluation of the recoverability of its long-lived assets
by comparing the carrying amount of the assets against the estimated
undiscounted future cash flows associated with them. If such evaluations
indicate that the future undiscounted cash flows of long-lived assets are not
sufficient to recover the carrying value of such assets, the assets are adjusted
to their estimated fair values. Under FASB ASC 360 intangible assets with
indefinite useful lives are required to be tested annually for impairment or
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. If the assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying
amount exceeds the fair value of the assets. During the three months ended June
30, 2010, the Company recognized no impairment.
 
 At
June 30, 2010, intangibles consisted of the following:
 
 Intangibles (unaudited)
                  
                  Gross Carrying
                    Amount
                  
                  
                  Accumulated
                    Amortization
                  
                  
                  NetAmortized
      intangibles:Patents
                  
                  $
                  189,000
                  
                  
                  $
                  (144,000
                  )
                  
                  $
                  45,000Existing
      Technology
                  
                  
                  2,504,000
                  
                  
                  
                  (969,000
                  )
                  
                  
                  1,535,000Customer
      Lists
                  
                  
                  339,000
                  
                  
                  
                  (339,000
                  )
                  
                  
                  —Customer
      Relationship
                  
                  
                  50,000
                  
                  
                  
                  (20,000
                  )
                  
                  
                  30,000Trademarks
      and Brand Names
                  
                  
                  24,000
                  
                  
                  
                  (4,000
                  )
                  
                  
                  20,000Unamortized
      intangibles:Trademarks
                  
                  
                  181,000
                  
                  
                  
                  —
                  
                  
                  
                  181,000$
                  3,287,000
                  
                  
                  $
                  (1,476,000
                  )
                  
                  $
                  1,811,000
  9
  At
March 31, 2010, intangibles consisted of the following:
 
 Intangibles
                  
                  Gross Carrying
                    Amount
                  
                  
                  Accumulated
                    Amortization
                  
                  
                  NetAmortized
      intangibles:Patents
                  
                  $
                  189,000
                  
                  
                  $
                  (138,000
                  )
                  
                  $
                  51,000Existing
      Technology
                  
                  
                  2,504,000
                  
                  
                  
                  (921,000
                  )
                  
                  
                  1,583,000Customer
      Lists
                  
                  
                  339,000
                  
                  
                  
                  (339,000
                  )
                  
                  
                  —Customer
      Relationship
                  
                  
                  50,000
                  
                  
                  
                  (18,000
                  )
                  
                  
                  32,000Trademarks
      and Brand Names
                  
                  
                  24,000
                  
                  
                  
                  (3,000
                  )
                  
                  
                  21,000Unamortized
      intangibles:Trademarks
                  
                  
                  181,000
                  
                  
                  
                  —
                  
                  
                  
                  181,000$
                  3,287,000
                  
                  
                  $
                  (1,419,000
                  )
                  
                  $
                  1,868,000
  Due to
the acquisition of MPI in the quarter ended June 30, 2004 and the
acquisition of Mica-Tech on April 11, 2007 (51%) and February 19, 2008
(100%), we recorded the intangible assets above.
  For the
intangible assets we acquired from the MPI acquisition, we assigned an 8-year
life to Patents, a 12-year life to Existing Technology, and a 3-year life to
Customer Lists. All items are subject to amortization. The value assigned to
Trademarks, which have an indefinite life, should not be amortized and is
subject to an annual impairment testing.
  For the
intangible assets we acquired from the Mica-Tech acquisition, we initially
assigned a 12-year life to Existing Technology, a 3-year life to Customer
Relationship, a 1-year life to Backlog and an indefinite life to Trademarks and
Brand Names. During the quarter ended September 30, 2007, Mica-Tech’s management
thoroughly reevaluated the life span of Mica-Tech’s intangible asset and
assigned a new life span to these intangible assets: a 15-year life to Existing
Technology, a 6-year life to Customer Relationship, and a 15-year life to
Trademarks and Brand Names. All items stated are subject to amortization.
Backlog was amortized on fulfillment of orders.
 
 Amortization
expense from continuing operation for the three months ended June 30, 2010 and
2009 was $57,000.  We expect amortization expense for the next five years
to be as follows:
 
 Twelve month period ending June
      30:2011
                    
                    $
                    228,0002012
                    
                    $
                    226,0002013
                    
                    $
                    205,0002014
                    
                    $
                    201,0002015
                    
                    $
                    196,000
  10





8.           Debt
and lease commitments





Line of
credit





At June
30, 2010, AML had a line of credit agreement with Bridge Bank. On September 16,
2008, we signed a Business Financing Modification Agreement (the “Modification
Agreement”) with Bridge Bank to renew our line of credit, with a credit facility
of $1.3 million. Of this $1.3 million, $1.0 million may be used for
cash advances against accounts receivables and $0.3 million may be used for
equipment advances. Our ability to borrow under this agreement varies based upon
eligible accounts receivable and eligible equipment purchases. We are obligated
to pay the bank a finance charge at a rate per year equal to the prime rate,
which in no event shall be less than 5.00%, plus 0.25% with respect to cash
advances, and a rate of such prime rate plus 1.0% with respect to equipment
advances. We were obligated to pay a facility fee of $2,500 upon execution of
the Modification Agreement and annually thereafter. We were also obligated to
pay a one-time equipment loan facility fee of $2,500 upon execution of the
Modification Agreement.  We must maintain certain financial
requirements, including a minimum Asset Coverage Ratio of 1.50 to 1.00. We are
also required to stay within 80% of our planned quarterly revenue. We were in
compliance with these requirements at June 30, 2010; however, there is no
assurance that we will be in compliance at future dates. This agreement to
provide cash advances against accounts receivables terminates on August 15, 2010
or upon a date that the bank or AML chooses to terminate the agreement. Any
unpaid balance is due and payable pursuant to the agreement on the termination
date. Bridge Bank maintains a perfected first priority security interest in all
of our assets, including intellectual property and general intangibles currently
owned or later acquired. At June 30, 2010, we had an outstanding balance of $0
under the accounts receivable agreement and $95,000 under the equipment
financing agreement, which includes amounts owed under prior lines of credit
with Bridge Bank. These lines of credit mature in July 2011. Our remaining
borrowing capacity is approximately $1,000,000 under the accounts receivable
agreement and $0 under the equipment financing agreement as the availability
period for the equipment term loan expired as of December 31, 2008. 
Interest expense for the three months ended June 30, 2010 and June 30, 2009 was
$2,000 and $6,000, respectively for the Bridge bank line of credit.




As of June 30, 2010, Mica-Tech had a
line of credit with Santa Barbara Bank and Trust and Wells Fargo. At June 30,
2010, the outstanding balance was $36,000 for the Santa Barbara Bank and Trust
line and $6,000 for the Wells Fargo line. Our remaining borrowing capacity was
$0 under the Santa Barbara Bank and Trust line and $0 under the Wells Fargo line
as of June 30, 2010. Interest expense for the three months ended June 30, 2010
and June 30, 2009 was $1,000 and $1,000, respectively for the above line of
credit.





Notes
Payable





On
February 3, 2006 the Company purchased the building that houses MPI, which
is located at 3350 Scott Blvd. 25 Santa Clara, California, for a purchase price
of $800,000. The Company made a down payment of $160,000. The building is
financed by a bank promissory note in the amount of $640,000 with 6.760%
interest payable in 83 regular payments of $4,425.88, each which includes
principal and interest and one irregular last payment of $556,594.48. The
Company’s final payment is due February 10, 2013 and will be for all
principal and interest not yet paid. The note payable is secured by the deed of
trust on the building. As of June 30, 2010, the outstanding note amounted to
$591,000, of which $577,000 is long-term and $14,000 is current. Interest
expense for the three months ended June 30, 2010 and June 30, 2009 was $10,000
and $10,000, respectively for the above note payable.




On
December 20, 2006, Mica-Tech raised $200,000 from an outside investor in
the form of short term note payable. The funds were used for working capital.
Mica-Tech agreed to repay the loan in four consecutive monthly payments of
$50,000 plus interest accrued at 7% per annum. The short term note payable is
unsecured. In April 2007, Mica-Tech amended the terms of the note and revised
the interest rate from 7% to 10% and the payment schedule from $50,000 a month
to $25,000 a month until paid in full. Mica-Tech defaulted on its monthly
payments from November 2007 to December 2009 due to a cash deficiency. The
default was waived by the lender at no cost. In January 2010, Mica-Tech agreed
to pay $25,000 toward the total amount owed and thereafter 12 equal monthly
payments in the amount of $1,994.03. The total amount remaining on the note at
June 30, 2010 was $12,000. Interest expense for the three months ended June 30,
2010 and June 30, 2009 was $384 and $1,000, respectively for the above note
payable.




Mica-Tech
was advanced working capital from its former president and a major shareholder,
Steven Ow, over a period of time which totaled to $685,000 as of April 10,
2007.  On April 10, 2007, Mica-Tech converted these advancements in the
form of a single note for the amount of $685,000 with an annual interest rate of
10%.  Of the $685,000, $200,000 was converted into 200,000 shares of
Mica-Tech’s common stock at the closing of the acquisition on April 11,
2007.  In connection with the merger on February 19, 2008, Mica-Tech
and Mr. Ow entered into an amended and restated promissory note in the principal
amount of $522,000. The interest rate on the note was reduced to 8% per annum
and the maturity date was extended until April 4, 2010. On May 19,
2008, Mica-Tech and Mr. Ow entered into an agreement that settled the promissory
note in the amount of $531,000, including $9,000 in accrued interest, and
deferred compensation of $128,000. The consideration for this settlement was
$150,000 in cash, which would be paid by three equal payments of $40,000 and one
last payment of $30,000. As part of the settlement, the Company recorded gain on
settlement of debt amounting to $521,000 during the period ended June 30, 2008.
As of June 30, 2010, Mica-Tech paid $130,000 toward the settlement amount and
the remaining amount due to Mr. Ow was $20,000 which was part of the last
payment and is included in accounts payable on the balance sheet. No interest
expense was incurred on the amount due to Mr. Ow.


11


Capital
Lease Obligations




In June 2009, the Company entered into
a non-cancelable capital lease agreement to acquire test equipment valued in the
aggregate at approximately $245,000. The lease began in June 2009 and requires
thirty-six equal monthly payments of $6,445, plus applicable sales
tax.





Future
      minimum lease payments under the lease for the periodended June
      30, 2010
                        
                        $
                        165,000Less:
      approximate amount representing interest
                        
                        
                        (14,000
                        )Present
      value of minimum lease payments
                        
                        
                        151,000Less:
      current portion
                        
                        
                        (67,000
                        )Non
      current portion
                        
                        $
                        84,000





The
future aggregate payments arising from these loans (line of credit, note payable
and capital lease obligation) are as follows:





AmountDuring
      the twelve month period ending June 30,2011
                
                $
                230,0002012
                
                
                106,0002013
                
                
                562,000$
                898,000





Operating
Lease Obligations




The lease
for AML’s office space and manufacturing facility expired in April 2008 and
we entered into a new lease, which will expire in April 2015. Until they
moved into the AML facility in May 2008, Mica-Tech was leasing its office space
and manufacturing facility under an operating lease expired in
October 2008. Total rent expense under these operating leases was
approximately $52,000 and $52,000 during the three months ended June 30, 2010
and June 30, 2009, respectively.




Total
minimum lease payments under the above leases are as follows:




Operating
                    LeasesTwelve
      month period ending June 30,2011
                
                $
                212,0002012
                
                
                221,0002013
                
                
                225,0002014
                
                
                229,0002015
                
                
                194,000$
                1,081,000





9.           Equity
Transactions





Stock
Options





The
Company accounts for stock-based compensation in accordance with FASB ASC 718,
“Compensation – Stock Compensation” (formerly SFAS No. 123 (Revised 2004),
Share Based Payment
(“SFAS No. 123R”)). FASB ASC 718 requires companies to measure and
recognize the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value.


12


The
Company recognized $35,000 or $0.00 per basic and diluted earnings per share in
share-based compensation expense for the three months ended June 30, 2010 and
$41,000 or $0.00 per basic and diluted earnings per share in share-based
compensation expense for the three months ended June 30, 2009. The fair value of
our stock options was estimated using the Black-Scholes option pricing
model.




In
November 2005, the board established the 2005 Equity Incentive Plan ("2005
Plan") with 150,000 shares initially approved.  The number of shares
available for grant and issuance increases on the first day of January of each
year so that the total of all common stock available for grant and issuance
under the 2005 Plan is the maximum amount allowable under
Regulation 260.140.45 of Title 10 of the California Code of
Regulations. The total of all Common Stock available for grant and issuance
under the 2005 Plan was 2,127,695 shares as of June 30, 2010 and
3,196,400 as of June 30, 2009. The Company filed a registration statement on
Form S-8 with the SEC to register the unregistered shares under the Plan or
2,927,000 shares on May 20, 2008. Incentive stock option awards may be
granted under the 2005 Plan only to employees (including officers and directors
who are also employees) of the Company or of a parent or subsidiary of the
Company.  All other awards (including nonqualified stock options,
restricted stock or stock awards) under the 2005 Plan may be granted to
employees, officers, directors, consultants, independent contractors and
advisors of the Company or any parent or subsidiary of the Company, provided
such consultants, contractors and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction.





During
the three months ended June 30, 2010 and 2009, the Company granted no stock
options.





The
following is a summary of the stock option activity:





Options outstanding
                      
                      
                      Weighted Average
                        Exercise Price
                      
                      
                      Aggregate
                        Intrinsic ValueOutstanding,
      March 31, 2010
                      
                      
                      2,517,950
                      
                      
                      $
                      0.97
                      
                      
                      $
                      731,000Granted
                      
                      
                      -Forfeited
                      
                      
                      28,750
                      
                      
                      
                      1.03Exercised
                      
                      
                      57,500
                      
                      
                      
                      1.02Outstanding,
      June 30, 2010
                      
                      
                      2,431,700
                      
                      
                      $
                      0.96
                      
                      
                      $
                      961,000





The
following is a summary of the status of options outstanding at June 30,
2010:





Range of
                          Exercise Prices
                        
                        Total
                          Options
                          Outstanding
                        
                        
                        Weighted
                          Average
                          Remaining
                          Life
                          (Years)
                        
                        
                        Total
                          Weighted
                          Average
                          Exercise
                          Price
                        
                        
                        Options
                          Exercisable
                        
                        
                        Weighted
                          Average
                          Exercise Price$0.11
      - $0.50
                        
                        
                        72,450
                        
                        
                        
                        2.72
                        
                        
                        $
                        0.15
                        
                        
                        
                        72,450
                        
                        
                        $
                        0.15$0.51
      - $1.00
                        
                        
                        1,754,750
                        
                        
                        
                        5.10
                        
                        
                        $
                        0.91
                        
                        
                        
                        1,444,750
                        
                        
                        $
                        0.92$1.01
      - $2.00
                        
                        
                        589,500
                        
                        
                        
                        6.41
                        
                        
                        $
                        1.17
                        
                        
                        
                        361,016
                        
                        
                        $
                        1.22$2.01 - $5.00
                        
                        
                        15,000
                        
                        
                        
                        0.07
                        
                        
                        $
                        3.06
                        
                        
                        
                        15,000
                        
                        
                        $
                        3.06$0.11
      - $5.00
                        
                        
                        2,431,700
                        
                        
                        
                        5.47
                        
                        
                        $
                        0.96
                        
                        
                        
                        1,893,216
                        
                        
                        $
                        0.96





Details
of the Company's non-vested options are as follows:





Non-Vested
                        Options
                      
                      
                      Weighted Average
                        Exercise Price
                      
                      Weighted Average
                        Vesting Period
                      
                      Grant Date Fair
                        ValueNon-vested
      - March 31, 2010
                      
                      
                      580,334
                      
                      
                      
                      0.98
                      
                      2.06
      YearsGranted
                      
                      
                      -Forfeited
                      
                      
                      (22,000
                      )
                      
                      
                      1.00Vested
                      
                      
                      (19,850
                      )
                      
                      
                      1.30Exercised
                      
                      
                      -
                      
                      
                      
                      -Non-vested
      – June 30, 2010
                      
                      
                      538,484
                      
                      
                      
                      0.97
                      
                      2.30
      Years


13





The total
compensation cost relating to non-vested stock options that is not yet
recognized is $188,000, which is expected to be recognized over a period of 1.84
years.





Warrants





No
warrants were outstanding as of June 30, 2010 and 2009.





10.
            Segments




The Company has two reportable segments
consisting of (1) AML and (2) Mica-Tech. Our AML segment includes the Camarillo
operations which manufactures and sells low noise, high power amplifiers and
integrated assemblies with frequencies that range from 10MHz to 40GHz and the
Santa Clara operations which manufactures and sells solid state microwave
amplifiers operating in the frequency range from 1 to 40 GHz with output power
from 0.5W to 300W. Our Mica-Tech segment designs, manufactures and markets an
intelligent satellite communication system that provides a highly reliable and
secure communications link between remote sites and control centers, utilizing
Supervisory Control And Data Acquisition (SCADA) technology. The Company
evaluates performance based on sales, gross profit margins, and operating profit
before income taxes.




The
following is information for the Company’s two reportable segments for the three
month periods ended June 30, 2010 and June 30, 2009.





Three Month Periods Ended(In thousands)
                      
                      June 30, 2010
                      
                      
                      June 30, 2009(Unaudited)
                      
                      
                      (Unaudited)Revenue
      from unrelated entitiesAML
                      
                      $
                      3,568
                      
                      
                      $
                      3,193Mica-tech
                      
                      
                      165
                      
                      
                      
                      158$
                      3,733
                      
                      
                      $
                      3,351Income
      from operationsAML
                      
                      $
                      516
                      
                      
                      $
                      128Mica-tech
                      
                      
                      25
                      
                      
                      
                      24$
                      541
                      
                      
                      $
                      152Income
      tax expenseAML
                      
                      $
                      201
                      
                      
                      $
                      53Mica-tech
                      
                      
                      9
                      
                      
                      
                      9$
                      210
                      
                      
                      $
                      62Net
      incomeAML
                      
                      $
                      300
                      
                      
                      $
                      79Mica-tech
                      
                      
                      14
                      
                      
                      
                      13$
                      314
                      
                      
                      $
                      92Provision
      for depreciation and amortizationAML
                      
                      $
                      185
                      
                      
                      $
                      202Mica-tech
                      
                      
                      17
                      
                      
                      
                      23$
                      202
                      
                      
                      $
                      225Capital
      expendituresAML
                      
                      $
                      206
                      
                      
                      $
                      36Mica-tech
                      
                      
                      -
                      
                      
                      
                      -$
                      206
                      
                      
                      $
                      36


14





June 30, 2010
                      
                      
                      March 31, 2010(Unaudited)Total
      AssetsAML
                      
                      $
                      16,873
                      
                      
                      $
                      16,913Mica-tech
                      
                      
                      1,313
                      
                      
                      
                      1,283$
                      18,186
                      
                      
                      $
                      18,196





11.
            Major
      customers and vendors





Three
customers provided an aggregate 41.2% and 42.9% of the Company’s total net
revenue for the three months ended June 30, 2010 and 2009,
respectively.  Total accounts receivable due from these customers was
approximately $1.7 million and $1.5 million as of June 30, 2010 and 2009,
respectively.





The
Company extends credit to its customers based upon its assessment of their
credit worthiness and generally does not require collateral.  Credit
losses have not been significant.





Three
vendors accounted for an aggregate 23.4% and 26.0% of the Company’s total net
purchases for the three months ended June 30, 2010 and 2009,
respectively.  Total accounts payable due to these vendors was $79,000
and $114,000 as of June 30, 2010 and 2009, respectively.





12.
            Repurchase
      of the Company Shares





On May 13, 2009, the Company announced
that its Board of Directors authorized the repurchase of up to one million
shares of the Company’s common stock.  Purchases are being made in the
open market as determined by AML management and in accordance with SEC
requirements.  As of the close of business on June 30, 2010, the
Company repurchased 38,600 shares of common stock at the weighted average price
of $0.71 per share.




13
            Legal
      Proceedings





The
Company may be subject, from time to time, to various legal proceedings relating
to claims arising out of its operations in the ordinary course of its business.
Other than the proceeding described below, the Company currently is not party to
any legal proceedings, the adverse outcome of which, individually or in the
aggregate, management believes would have a material adverse effect on the
business, financial condition or results of operations of the
Company.




Mistral
Solutions PVT, LTD. v. Mica-Tech, Inc. and AML Communications, Inc. (Ventura
County Superior Court Case No. 56-2010-00368443-CU-BC-VTA).  On
February 25, 2010, Mistral Solutions PVT, LTD. (“Mistral”) filed a Complaint in
Ventura County Superior Court against Mica-Tech, Inc. (“Mica-Tech”) and AML
Communications, Inc. (“AML”).  On February 26, 2010, Mistral filed a
First Amended Complaint against Mica-Tech and AML, alleging causes of action for
(1) breach of written contract, (2) breach of oral contract, (3) open book
account, (4) account stated, (5) for goods sold and delivered, (6) reasonable
value, (7) conversion, (8) intentional misrepresentation, and (9)
misappropriation of trade secrets.  The Complaint arises out of a
purchase order entered into between Mistral and Mica-Tech for the use of
Mistral’s engineers and support staff to develop software to be used in
satellite-based systems.  Mistral is claiming special damages,
including $303,413.30 on the purchase order, consequential damages, punitive
damages, possession of personal property, preliminary and permanent injunctions
as to Mistral’s trade secrets, attorneys’ fees, prejudgment interest and
costs.  Mica-Tech and AML deny the claims and intend to vigorously
defend against them.  On May 3, 2010, Mica-Tech and AML filed their
Answer to the First Amended Complaint.  In addition, Mica-Tech filed a
Cross-Complaint against Mistral, alleging causes of action for (1) breach of
contract, (2) fraud, (3) intentional misrepresentation, (4) negligent
misrepresentation, (5) breach of implied covenant of good faith and fair
dealing, (6) intentional interference with contract, (7) intentional
interference with prospective economic advantage, (8) negligent interference
with prospective economic advantage, and (9) conversion.  The
Cross-Complaint arises out of false and fraudulent representations made by
Mistral concerning the purchase order and Mistral’s breach of the terms of the
purchase order.  Mica-Tech is seeking compensatory damages of at least
$549,587.50, exemplary damages, attorneys’ fees, and interest and
costs.  Mistral has not filed its response to the
Cross-Complaint.  A Case Management Conference is set for August 30,
2010, and no trial date has been set.


15





14.
            Reclassifications





Certain
comparative amounts have been reclassified to conform to the current period’s
presentation.





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





Some
of the statements made by us in this Quarterly Report on Form 10-Q are
forward-looking in nature, including but not limited to, statements relating to
our future revenue, product development, demand, acceptance and market share,
gross margins, levels of research and development, our management's plans and
objectives for our current and future operations, and other statements that are
not historical facts.  Forward-looking statements include, but are not
limited to, statements that are not historical facts, and statements including
forms of the words "intend," "believe," "will," "may," "could," "expect,"
"anticipate," "plan," "possible," and similar terms. Actual results could differ
materially from the results implied by the forward-looking statements due to a
variety of factors, many of which are discussed throughout this Quarterly Report
and particularly in the section titled “Additional Factors That May Affect
Future Results” included in this section. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof.  We undertake no obligation to publicly release any
revisions to these forward-looking statements that may reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.  Factors that could cause actual results to
differ materially from those expressed in any forward-looking statement made by
us include, but are not limited to:





·
            our
      ability to finance our activities and maintain our financial
      liquidity;


·
            our
      ability to attract and retain qualified, knowledgeable
      employees;


·
            the
      impact of general economic conditions on our
  business;


·
            postponements,
      reductions, or cancellations in orders from new or existing
      customers;


·
            the
      limited number of potential customers for our
  products;


·
            the
      variability in gross margins on our
products;


·
            our
      ability to design and market new products
  successfully;


·
            our
      failure to acquire new customers in the
future;


·
            deterioration
      of business and economic conditions in our
  markets;


·
            intensely
      competitive industry conditions with increasing price competition;
      and


·
            the
      rate of growth in the defense
markets.





In
this document, the words "we," "our," "ours," and "us" refer to AML
Communications, Inc. and our wholly owned subsidiary, Mica-Tech,
Inc.





Overview





Our
business is comprised of two reportable segments, AML Communications, Inc.
(“AML”) and Mica-Tech, Inc (“Mica-Tech”).  AML designs, manufactures,
and markets specialized microwave amplifiers and integrated
assemblies serving the Defense Market.  AML represented 96.9% of
our 2010 net revenue.  Mica-Tech designs, manufactures, and markets an
intelligent communication system to provide Supervisory Control and Data
Acquisition (SCADA) of the electric power grid. Mica-Tech represented 3.1% of
our 2010 net revenue.




AML
includes our Camarillo operations, which produce low noise amplifiers and
integrated sub assemblies with frequencies that range from 10 MHz to 40 GHz, and
our Santa Clara operations, which produce microwave high power amplifiers with
frequencies that range from 1 to 40 GHz with output power from 0.5W to 300
W.  In February 2001, we made a strategic decision to focus our
resources on the defense markets.  As such, we moved rapidly to
utilize our knowledge base in defense microwave related design and manufacturing
to offer new products, as well as variations of existing
products.  This strategy has driven an increase in revenues for
defense related products from $3.7 million in fiscal 2003 to $15.8 million in
fiscal 2010.




We
consider the AML segment to be our core business since it has a much larger
revenue base, and we have and expect to continue to invest in this business and
opportunities that offer long term growth.  In line with its revenue
and earnings contribution to the Company, we devote most of our management time
and other resources to building the growth and profitability of this
segment.


16


AML
addresses the defense electronic warfare marketplace with components for UAVs
drones; electronic surveillance, targeting and delivery systems; radar and
electronic countermeasures. Such unconventional tactics also protect the lives
of U.S. and allied service men and women, and this is widely regarded as a long
term growth industry.




The
increase in AML sales revenue and net income is primarily attributable to our
successful track record in Defense Programs for designing and producing
specialized micro-electronic components for an increasing range and number of
mission-critical battlefield electronic warfare systems. These systems range
from the Patriot Anti-Missile System and the U.S. Air Force MALD (aerial decoy)
program on which AML is a major supplier to radar, targeting and electronic
countermeasure system components. Many of AML’s customers and the specific
programs are subject to broad confidentiality or U.S. Classified Material
agreements or controls.




Catalog Sales are a diversified and
important sector of our business, and that revenue in fiscal year 2010 grew as
we added to the number of products and increased our market penetration and
number of customers in the U.S. and overseas. Catalog Sales have proven an
excellent source of new Defense Programs customers.




Our
strategy for growth in fiscal 2011 includes capturing an increasing share of
high-growth U.S. and overseas defense micro-electronics component markets. We
are in various phases of contracted development on a number of potentially large
defense programs. Should these component design, development and prototype
programs be selected for long-term AML mass production, it would likely have a
materially positive impact on our sales and profitability. We also target
growing catalog sales to drive custom catalog orders and new defense program
contracts. We regularly analyze our manufacturing processes for opportunities to
cost effectively and to increase capacity or efficiency.




Our
Mica-Tech segment designs and manufactures the UltraSatNet, an Intelligent
Satellite Utility Communication Solution for the monitoring and control of power
grid distribution. The operating software and hardware are designed in-house
with support from outside consultants. Since completion of the acquisition of
the remaining interest in Mica-Tech in February 2008, we moved this subsidiary
into our Camarillo facility and took other steps to improve Mica-Tech’s
financial structure while the Company pursues the utility SCADA
market.




Results of
Operations




Three
Months Ended June 30, 2010 Compared to Three Months Ended June 30,
2009





Net
sales.  Net sales for the three months ended June 30, 2010 were
approximately $3.7 million, compared to approximately $3.4 million for
the three months ended June 30, 2009, representing an increase of $382,000 or
11.4%. Our revenue growth was mainly driven by products delivered to the
Unmanned Aerial Vehicles (UAV) market during this period and products delivered
for the $1.5 million order we previously received from an Italian company.
Growth took place in both short and long term programs as well as through the
addition of new customers. The Company has invested significant resources in
diversifying the composition of orders by developing products that target large,
multi-year programs. Large program orders we have previously announced have
reached manufacturing maturity and are positively impacting our
revenues.




Gross
profit.  Gross profit for the three months ended June 30, 2010
was approximately $1.9 million, or 49.7% of net sales, compared to a gross
profit for the three months ended June 30, 2009, of approximately $1.4 million,
or 41.2% of net sales. Utilization of automated equipment, coupled with the
reduction in manual operations, has enhanced our ability to increase shipments
with reduced costs and improved manufacturing efficiencies.





Selling, general, and administrative
costs.  Selling, general and administrative costs for the three
months ended June 30, 2010 were $792,000, or 21.2% of net sales, compared to
$694,000, or 20.7%of net sales, for the three months ended June 30, 2009,
representing an increase of $98,000. Selling, general and administrative costs
increased mainly due to increased spending in commission expenses associated
with increased revenues.




Research and development
costs.  Research and development costs for the three months
ended June 30, 2010 were $522,000, or 14.0% of net sales, compared to $535,000,
or 16.0% of net sales, for the three months ended June 30, 2009, representing a
decrease of $13,000. We are committed to continue our investment in R&D
projects to address customer needs for short and long term program
orders.


17


Other net
income.  We recorded a net other expense of $17,000 for the
three month period ended June 30, 2010 due to interest expense associated with
notes payable and lines of credit. During the three month period ended June 30,
2009, we incurred $19,000 in interest expenses that were associated with notes
payable and lines of credit and realized a gain on sale of fixed assets of
$21,000.




Income before income
tax.  Income before income tax was $524,000 for the three
months ended June 30, 2010, compared to income before income tax of $154,000 for
the three months ended June 30, 2010. The significant increase in income before
income tax, as compared to the same period of prior year, is mainly due to
increased revenues coupled with improved gross margins from manufacturing
efficiencies.




Income
before income tax in the AML segment was $501,000 for the three months ended
June 30, 2010, compared to $133,000 for the three months ended June 30, 2009.
This increase is mainly attributable to increased revenues and increased gross
margins.




Income
before income tax in the Mica-Tech segment was $23,000 for the three months
ended June 30, 2010, compared to income before income tax of $21,000 for the
three months ended June 30, 2009.




Provision for income taxes.
During the three months ended June 30, 2010, the company utilized its deferred
tax assets reserve to record income tax expenses of $210,000. The company has no
tax liability as of June 30, 2010 due to the deferred tax benefits accounted for
in the prior years. The company utilized its deferred tax assets reserve to
record income tax expenses of $62,000 during the three months ended June 30,
2009.




Net income.Net
income was $314,000 or $0.03 per share for the three months ended June 30, 2010,
compared to net income of $92,000, or $0.01 per share for the three months ended
June 30, 2009.




Net income from the AML segment was
$300,000 for the three months ended June 30, 2010 and $79,000 for the three
months ended June 30, 2009.




Net income from the Mica-Tech segment
was $14,000 for the three months ended June 30, 2010, compared to net income of
$13,000 for the three months ended June 30, 2009.




Liquidity and Capital
Resources




Historically,
we have financed our operations primarily from internally generated funds and,
to a lesser extent, loans from stockholders and capital lease
obligations.





At June
30, 2010, AML had a line of credit agreement with Bridge Bank. On September 16,
2008, we signed a Business Financing Modification Agreement (the “Modification
Agreement”) with Bridge Bank to renew our line of credit, with a credit facility
of $1.3 million. Of this $1.3 million, $1.0 million may be used for
cash advances against accounts receivables and $0.3 million may be used for
equipment advances. Our ability to borrow under this agreement varies based upon
eligible accounts receivable and eligible equipment purchases. We are obligated
to pay the bank a finance charge at a rate per year equal to the prime rate,
which in no event shall be less than 5.00%, plus 0.25% with respect to cash
advances, and a rate of such prime rate plus 1.0% with respect to equipment
advances. We were obligated to pay a facility fee of $2,500 upon execution of
the Modification Agreement and annually thereafter. We were also obligated to
pay a one-time equipment loan facility fee of $2,500 upon execution of the
Modification Agreement.  We must maintain certain financial
requirements, including a minimum Asset Coverage Ratio of 1.50 to 1.00. We are
also required to stay within 80% of our planned quarterly revenue. We were in
compliance with these requirements at June 30, 2010; however, there is no
assurance that we will be in compliance at future dates. This agreement to
provide cash advances against accounts receivables terminates on August 15, 2010
or upon a date that the bank or AML chooses to terminate the agreement. Any
unpaid balance is due and payable pursuant to the agreement on the termination
date. Bridge Bank maintains a perfected first priority security interest in all
of our assets, including intellectual property and general intangibles currently
owned or later acquired. At June 30, 2010, we had an outstanding balance of $0
under the accounts receivable agreement and $94,000 under the equipment
financing agreement, which includes amounts owed under prior lines of credit
with Bridge Bank. These lines of credit mature in July 2011. Our remaining
borrowing capacity is approximately $1,000,000 under the accounts receivable
agreement and $0 under the equipment financing agreement as the availability
period for the equipment term loan expired as of December 31,
2008.  Interest expense for the three months ended June 30, 2010 and
June 30, 2009 was $2,000 and $6,000, respectively for the Bridge bank line of
credit.


18


At June
30, 2010, we had $3.3 million in cash and cash equivalents.  For the
three months ended June 30, 2010, our operating activities provided cash of
approximately $170,000 as compared to $227,000 cash used by our operating
activities for the three months ended June 30, 2009.  Net cash used in
investing activities, primarily for the acquisition of production equipment,
amounted to $206,000 for the three months ended June 30, 2010 and $36,000 for
the three months ended June 30, 2009.  Net cash provided by financing
activities was $8,000 for the three months ended June 30, 2010 compared to
$115,000 cash used by financing activities for the three months ended June 30,
2009.  We collected $58,000 from exercise of stock options and paid
off $50,000 toward outstanding notes payable, capital lease obligation, and
existing line of credit.





We anticipate capital expenditures of
approximately $350,000 in our 2011 fiscal year. We believe that funds for these
expenditures will be provided by our operating activities. However, we may
choose to finance some of these expenditures through our financing agreement
with Bridge Bank. At June 30, 2010, our remaining borrowing capacity under this
agreement was $1,000,000.





We may attempt to procure additional
sources of financing in the event that the capital available as of June 30, 2010
is insufficient for our operating needs and capital expenditures. These sources
may include, but are not limited to, additional sales of our
securities.  There are, however, no assurances that we will be able to
successfully obtain additional financing at terms acceptable to
us.  Failure to obtain such financing could have a material adverse
effect on our ability to operate as a going concern.





Successful completion of our
development program and attaining profitable operations are dependent upon our
maintaining a level of sales adequate to support our cost
structure.  In addition, realization of a major portion of the assets
in the accompanying balance sheet is dependent upon our ability to meet our
financing requirements and the success of our plans to sell our
products.  The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
amounts and classifications of liabilities that might be necessary should we be
unable to continue in existence.





Critical Accounting
Policies





Our
discussion and analysis of our financial conditions and results of operations
are based upon our financial statements, which have been prepared in accordance
with generally accepted accounting principles in the United States. The
preparation of financial statements requires management to make estimates and
disclosures on the date of the financial statements.  On an on-going
basis, we evaluate our estimates, including, but not limited to, those related
to revenue recognition.  We use authoritative pronouncements,
historical experience, and other assumptions as the basis for making
judgments.  Actual results could differ from those
estimates.  We believe that the following critical accounting policies
affect our more significant judgments and estimates in the preparation of our
financial statements.





Revenue
recognition.  We generate our revenue through the sale of
products.  Our policy is to recognize revenue when the applicable
revenue recognition criteria have been met, which generally include the
following:





·
            Persuasive evidence of an
      arrangement exists;


·
            Delivery has occurred or
      services have been rendered;


·
            Price is fixed or
      determinable; and


·
            Collectibility is reasonably
      assured.





Revenue
from the sale of products is generally recognized after both the goods are
shipped to the customer and acceptance has been received, if
required.  Our products are custom made for our customers, who
primarily consist of original engineer manufacturers (OEMs), and we do not
accept returns.  Our products are shipped complete and ready to be
incorporated into higher level assemblies by our customers.  The terms
of the customer arrangements generally pass title and risk of ownership to the
customer at the time of shipment.





Recording
revenue from the sale of products involves the use of estimates and management
judgment.  We must make a determination at the time of sale whether
the customer has the ability to make payments in accordance with
arrangements.  While we do utilize past payment history, and, to the
extent available for new customers, public credit information in making our
assessment, the determination of whether collectibility is reasonably assured is
ultimately a judgment decision that must be made by management.


19





Allowance
for Doubtful Accounts.  We maintain an allowance for doubtful
accounts receivable based on customer-specific allowances, as well as a general
allowance.  Specific allowances are maintained for customers that are
determined to have a high degree of collectibility risk based on such factors,
among others, as: (i) the aging of the accounts receivable balance; (ii) the
customer’s past payment experience; and (iii) a deterioration in the customer’s
financial condition, evidenced by weak financial condition and/or continued poor
operating results, reduced credit ratings, and/or a bankruptcy
filing.  In addition to the specific allowance, we maintain a general
allowance for all our accounts receivables which are not covered by a specific
allowance.  The general allowance is established based on such
factors, among others, as: (i) the total balance of the outstanding accounts
receivable, including considerations of the aging categories of those accounts
receivable; (ii) past history of uncollectible accounts receivable write-offs;
and (iii) the overall creditworthiness of the customer base.  A
considerable amount of judgment is required in assessing the realizability of
accounts receivables.  Should any of the factors considered in
determining the adequacy of the overall allowance change, an adjustment to the
provision for doubtful accounts receivable may be necessary.




Inventories.  Inventories
are stated at the lower of cost or market, cost being determined on the
first-in, first-out method.  Inventories are written down if the
estimated net realizable value is less than the recorded value.  We
review the carrying cost of our inventories by product each quarter to determine
the adequacy of our reserves for obsolescence.  In accounting for
inventories, we must make estimates regarding the estimated net realizable value
of our inventory.  This estimate is based, in part, on our forecasts
of future sales and age of the inventory.





Intangible
Assets.  We test intangible assets with indefinite lives for
impairment on an annual basis or more frequently if certain events
occur.  If the assets are considered to be impaired, the impairment to
be recognized will be measured by the amount in which the carrying amount
exceeds the fair value of the assets.  For our intangible assets with
finite lives, including our customer lists, existing technology, and patents, we
amortize the costs of the assets over their useful lives and assess impairment
at least annually or whenever events and circumstances suggest the carrying
value of an asset may not be recoverable. Determining the life of the assets
with finite lives is judgmental in nature and involves the use of estimates and
assumptions.  These estimates and assumptions involve a variety of
factors, including future market growth and conditions, forecasted revenues and
costs and a strategic review of our business and operations.  We base
our fair value estimates on assumptions we believe to be reasonable but that are
unpredictable and inherently uncertain.  Actual future results may
differ from those estimates.  In the event we determine that an
intangible asset is impaired in the future, an adjustment to the value of the
asset would be charged to earnings in the period such determination is
made.





Existing
Technology.Our existing technology is based on a patent
issued in 1990, which continues to be the main technology of MPI.  It
is a substrate deposition technology that is mature and with no replacement
technology forecasted.





Recent
Accounting Pronouncements





In
June 2009, the FASB issued ASC 860 (previously SFAS No. 166,
“Accounting for Transfers of Financial Assets”), which requires additional
information regarding transfers of financial assets, including securitization
transactions, and where companies have continuing exposure to the risks related
to transferred financial assets. SFAS 166 eliminates the concept of a
“qualifying special-purpose entity,” changes the requirements for derecognizing
financial assets, and requires additional disclosures. SFAS 166 is effective for
fiscal years beginning after November 15, 2009. There was no material
impact upon the adoption of this standard on the Company’s consolidated
financial statements.





In
June 2009, the FASB issued ASC 810 (previously SFAS No. 167) for
determining whether to consolidate a variable interest entity. These amended
standards eliminate a mandatory quantitative approach to determine whether a
variable interest gives the entity a controlling financial interest in a
variable interest entity in favor of a qualitatively focused analysis, and
require an ongoing reassessment of whether an entity is the primary beneficiary.
This Statement is effective for reporting period that begin after November 15,
2009. There was no material impact upon the adoption of this standard on the
Company’s consolidated financial statements.





Management
does not believe that any other recently issued, but not yet effective
accounting standards, if adopted, will have a material effect on our financial
statements.


20





Additional Factors That May
Affect Future Results




Future operating results may be
impacted by a number of factors that could cause actual results to differ
materially from those stated herein, which reflect management’s current
expectations. These factors include:




•
            industry-specific
      factors (including the reliance upon growth of the defense microwave
      market, significant competition characterized by rapid technological
      change, new product development, product obsolescence, and significant
      price erosion over the life of a
product);




•
            our
      ability to timely develop and produce commercially viable products at
      competitive prices;




•
            our
      ability to produce products which meet the quality standards of both
      existing and potential new
customers;




•
            our
      ability to accurately anticipate customer
  demand;




•
            our
      ability to manage expense levels, in light of varying revenue
      streams;




•
            the
      availability and cost of
components;




•
            the
      impact of worldwide economic and political conditions on our business;
      and




•
            the
      ability to integrate potential future acquisitions into our existing
      operations.




We
believe that, to the extent that foreign sales are recognized, we may face
increased risks associated with political and economic instability, compliance
with foreign regulatory rules governing export requirements, tariffs and other
trade barriers, differences in intellectual property protections, longer
accounts receivable cycles, currency fluctuations and general trade
restrictions. If any of these risks materialize, they could have a material
adverse effect on our business, results of operations, and financial
condition.




We have
evaluated the credit exposure associated with conducting business with foreign
customers and have concluded that such risk is acceptable. Nevertheless, any
significant change in the economy or deterioration in United States trade
relations or the economic or political stability of foreign markets could have a
material adverse effect on our business, results of operations, and financial
condition.




Sales to
foreign customers are invoiced in U.S. dollars. Accordingly, we currently
do not engage in foreign currency hedging transactions. However, as we expand
further into foreign markets, we may experience greater risk associated with
general business, political and economic conditions in those markets. At such
time, we may seek to lessen our exposure through currency hedging transactions.
We cannot assure you that a currency hedging strategy would be successful in
avoiding currency exchange related losses. In addition, should the relative
value of the U.S. dollar in comparison to foreign currencies increase, the
resulting increase in the price of our products to foreign customers could
result in decreased sales which could have a material adverse impact on our
business, results of operations, and financial condition.




We
experience significant price competition and expect price competition in the
sale of our products to remain intense. We cannot assure you that our
competitors will not develop new technologies or enhancements to existing
products or introduce new products that will offer superior price or performance
features. We expect our competitors will offer new and existing products at
prices necessary to gain or retain market share. Several of our competitors have
substantial financial resources, which may enable them to withstand sustained
price competition or a downturn in the pricing of their products in the future.
Substantially all of our competitors have, and potential future competitors
could have, substantially greater technical, marketing, distribution and other
resources than we do and have, or could have, greater name recognition and
market acceptance of their products and technologies.




The
markets in which we compete are characterized by rapidly changing technology and
continuous improvements in products and services. Our future success depends on
our ability to enhance our current products and to develop and introduce, in a
timely manner, new products that keep pace with technological developments that
meet or exceed industry standards, which compete effectively on the basis of
price, performance and quality, that adequately address OEM customer and
end-user customer requirements, and that achieve market acceptance. We believe
that to remain competitive in the future we will need to continue to develop new
products, which will require the investment of significant financial resources
in new product development. In the event our newly developed products are not
timely developed or do not gain market acceptance, our business, results of
operations and financial condition could be materially adversely
affected.


21


Our
quarterly and annual results have in the past been, and will continue to be,
subject to significant fluctuations due to a number of factors, any of which
could have a material adverse effect on our business, financial condition and
results of operations. There can be no assurance that we will not experience
such fluctuations in the future. We establish our expenditure levels for product
development and other operating expenses based on expected revenues, and
expenses are relatively fixed in the short term. As a result, variations in
timing of revenues can cause significant variations in quarterly results of
operations. There can be no assurances that we will be profitable on a
quarter-to-quarter basis in the future. We believe that period-to-period
comparisons of our financial results are not necessarily meaningful and should
not be relied upon as an indication of future performance. Due to these factors,
it is likely that in some future quarter or quarters our revenues or operating
results will not meet the expectations of public stock market analysts or
investors. In such event, the market price of our common stock would be
materially adversely affected.




Item
3.   Quantitative and Qualitative Disclosures About Market
Risk





Not Applicable.





Item
4.   Controls and Procedures





Disclosure
Controls and Procedures




Our
management, with the participation of our Chief Executive Officer (Principal
Executive Officer) and Principal Financial Officer, has evaluated the
effectiveness of the Company’s disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) as of the end of the period
covered by this Report (June 30, 2010). Based on such evaluation, our Chief
Executive Officer and Principal Financial Officer have concluded that, as of the
end of such period, the Company’s disclosure controls and procedures are
effective in recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Company in the reports that
it files or submits under the Exchange Act and are effective in ensuring that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
Company’s management, including the Company’s Chief Executive Officer and
Principal Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.




Changes
in Internal Control Over Financial Reporting




There
have been no changes in our internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the quarter ended June 30, 2010 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




PART II –
OTHER INFORMATION




Item
1. Legal Proceedings





The
Company may be subject, from time to time, to various legal proceedings relating
to claims arising out of its operations in the ordinary course of its business.
Other than the proceeding described below, the Company currently is not party to
any legal proceedings, the adverse outcome of which, individually or in the
aggregate, management believes would have a material adverse effect on the
business, financial condition or results of operations of the
Company.


22


Mistral
Solutions PVT, LTD. v. Mica-Tech, Inc. and AML Communications, Inc. (Ventura
County Superior Court Case No. 56-2010-00368443-CU-BC-VTA).  On
February 25, 2010, Mistral Solutions PVT, LTD. (“Mistral”) filed a Complaint in
Ventura County Superior Court against Mica-Tech, Inc. (“Mica-Tech”) and AML
Communications, Inc. (“AML”).  On February 26, 2010, Mistral filed a
First Amended Complaint against Mica-Tech and AML, alleging causes of action for
(1) breach of written contract, (2) breach of oral contract, (3) open book
account, (4) account stated, (5) for goods sold and delivered, (6) reasonable
value, (7) conversion, (8) intentional misrepresentation, and (9)
misappropriation of trade secrets.  The Complaint arises out of a
purchase order entered into between Mistral and Mica-Tech for the use of
Mistral’s engineers and support staff to develop software to be used in
satellite-based systems.  Mistral is claiming special damages,
including $303,413.30 on the purchase order, consequential damages, punitive
damages, possession of personal property, preliminary and permanent injunctions
as to Mistral’s trade secrets, attorneys’ fees, and prejudgment interest and
costs.  Mica-Tech and AML deny the claims and intend to vigorously
defend against them.  On May 3, 2010, Mica-Tech and AML filed their
Answer to the First Amended Complaint.  In addition, Mica-Tech filed a
Cross-Complaint against Mistral, alleging causes of action for (1) breach of
contract, (2) fraud, (3) intentional misrepresentation, (4) negligent
misrepresentation, (5) breach of implied covenant of good faith and fair
dealing, (6) intentional interference with contract, (7) intentional
interference with prospective economic advantage, (8) negligent interference
with prospective economic advantage, and (9) conversion.  The
Cross-Complaint arises out of allegations of false and fraudulent
representations made by Mistral concerning the purchase order and Mistral’s
breach of the terms of the purchase order.  Mica-Tech is seeking
compensatory damages of at least $549,587.50, exemplary damages, attorneys’
fees, interest and costs.  Mistral has not filed its response to the
Cross-Complaint.  A Case Management Conference is set for August 30,
2010, and no trial date has been set.




Item
      1A.
              Risk
      Factors




Not Applicable.




Item
      2.
              Unregistered
      Sales of Equity Securities and Use of
Proceeds




None.





Item
      3.
            Defaults
      Upon Senior Securities




None.




Item
      5.
            Other
      Information




None.




Item
      6.
            Exhibits





The exhibits listed in the Exhibit
Index are filed as part of this report.


23





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.





AML
      Communications Inc./s/: Jacob InbarBy:
      Jacob Inbar, President andChief
      Executive Officer(Principal
      Executive Officer)
                Dated:  August
      12, 2010





/s/:
      Heera LeeBy:
      Heera Lee, Principal FinancialOfficer
                        Dated:  August
      12,
2010


24


EXHIBIT
INDEX





Exhibit
                Number
            
            Description3.1
            
            Certificate
      of Incorporation(1)3.2
            
            Bylaws(1)31.1
            
            Certification
      by the Chief Executive Officer(2)31.2
            
            Certification
      by the Principal Financial Officer(2)32.1
            
            Certification
      pursuant to Section 906 of the Sarbanes Oxley
  Act(2)32.2
            
            Certification
      pursuant to Section 906 of the Sarbanes Oxley
  Act(2)










(1)
            Previously
      filed with the Securities and Exchange Commission as an exhibit to the
      Registration Statement on Form SB-2 (No. 33-99102-LA) and
      incorporated herein by reference.




(2)
            Filed herewith.