SECURITIES AND EXCHANGE COMMISSION
				                       WASHINGTON, D.C.  20549

                  				 		        FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934

 FOR THE FISCAL YEAR ENDED JUNE 30, 1998         COMMISSION FILE NUMBER 1-9263
-------------------------------------------------------------------------------
            			   VERTEX COMPUTER CABLE & PRODUCTS, INC.
           (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------
                 Delaware										 		          11-2816128
------------------------------------------------------------------------
(State or other jurisdiction of							    			 (I.R.S. Employer  
 incorporation or organization)				    			     Identification No.)

   			     920 Conklin Street, Farmingdale, New York    11735
			     ----------------------------------------------------------------
			     (Address of Principal Executive Offices)    (Zip Code)

Registrant's telephone number, including area code:   (516) 293-1610 

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:
                     
                           	   Title of Class 
						                  Common Stock, $.10 par value

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          No  X              

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to 
this Form 10-K. [X] 

Indicate by check mark whether the registrant filed all documents and reports 
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court
                            Yes  X       No

The aggregate market value of the voting stock held by nonaffiliates of the 
registrant as of February 1, 1999 was approximately $1,166,153.

On February 1, 1999, 26,824,000 shares of common stock, $.10 par value were 
outstanding.


This report consists of 48 consecutively numbered pages (including this cover 
page).

                                   -1-

                   VERTEX COMPUTER CABLE & PRODUCTS, INC.
                            TABLE OF CONTENTS

           					                                                    Page Number
PART I

Item 1.  Business............................................               3

Item 2.  Properties..........................................               7

Item 3.  Legal Proceedings...................................               8

Item 4.  Submission of Matters to a Vote of Security Holders.               8


PART II

Item 5.  Market for the Registrant's Common Equity and Related 
         Stockholder Matters.................................               9

Item 6.  Selected Financial Data.............................              10

Item 7.  Management's Discussion and Analysis of Financial 
         Condition and Results	of Operations.................              11

Item 7a.  Market risk .......................................              14

Item 8.  Financial Statements and Supplementary Data.........              14

Item 9.  Changes in and Disagreements with Accountants on 
         Accounting and Financial Disclosure.................              14

PART III

Item 10. Directors and Executive Officers of the Company.....              15

Item 11. Executive Compensation..............................              17

Item 12. Security Ownership of Certain Beneficial Owners 
         and Management......................................              19

Item 13. Certain Relationships and Related Transactions......              19


PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on 
				Form 8-K..................................................             21




                                      -2-

                                     PART I
ITEM ONE - BUSINESS

THE COMPANY
Vertex Computer Cable & Products, Inc.,  (the "Company") is a multi-regional 
manufacturer of custom-made electronic cable assemblies used in providing 
connectivity solutions. The Company designs specifically to meet 
individual customer's unique and complete connectivity requirements.

Management believes that the Company's technical ability for providing 
connectivity solutions between the data system capabilities of many 
manufacturers and the specific connectivity needs of its customers, along with
its reputation for providing manufactured, custom-made electronic cable 
assemblies that are subject to 100% quality control testing, will be the 
principal factors on which the Company will plan its future growth.
The Company expects internal growth to be enhanced by what the Company perceives
to be two continuing trends:  (i) the increasing demand for data communications
to provide timely information in the office environment and factory floor that 
requires connectivity solutions; and (ii) the growing number of alternatives 
available to organizations of all sizes in all types of industries to increase 
productivity through improved or upgraded computer data communications.
The Company's executive offices are located at 920 Conklin Street, Farmingdale,
New York 11735 and its telephone number is (516) 293-1610.  Unless the context 
requires otherwise, all references herein to the Company and Vertex mean Vertex
Computer Cable & Products, Inc.

RECENT DEVELOPMENTS
On January 10, 1997, the Company (the "Debtor") filed petitions for relief under
Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court 
for the Eastern District of New York.

On October 30, 1997, the United States Bankruptcy Court in Westbury, New York 
approved the Company's Plan of Reorganization (the "Plan").  The Company was 
required to have in place exit financing in order for the Company to effectuate
the Plan and emerge from Chapter 11.  The Plan called for an initial 
distribution to all unsecured creditors of 13.5% for each allowed claim and 
future distributions based on cash flow over a defined five year period.  Under
the Plan, the Company's wholly owned subsidiary, Vertex Technologies, Inc., 
merged into the Company, and the Company changed its name to Vertex Computer 
Cable & Products. On December 29, 1997 each five shares of the Company's common
stock were exchanged for one share of common stock.  TW Cable LLC. "TW", 
received 21,508,400 shares and other outside investors received 1,265,200 
shares of the post-bankruptcy outstanding common stock.  As a result, 25.3 
million of the Company's 40 million authorized shares of common stock were 
issued and outstanding.  (see Item Thirteen).

On January 12, 1998, the Company entered into a revised credit facility with its
existing lender Congress Financial Corp. ("Congress').   Congress in effect 
extended its DIP Credit facility, which had matured on January 10, 1998,  for 
a period of three months.  TW provided additional cash collateral of $500,000 
in order for the Company to fund the Plan.

On July 28, 1998 the Company refinanced a revolving credit financing agreement 
(see Note F to the Company's fiscal 1998 financial statements) with a financial
institution.  The new agreement provides for a maximum borrowing of $3,000,000
through July 31, 2000. Borrowings, at the lenders' discretion, are limited to 
85% of eligible accounts receivable (constituting receivables outstanding 90 
days or less), 50% of eligible accounts receivable outstanding between 91 and 
120 days, 40% of eligible inventories and the lesser of $700,000 or 10% of slow-
moving inventory, as defined.  Under the terms of the 


                                      -3-



RECENT DEVELOPMENTS - (continued)
refinancing,  the Company is required to pay interest at prime plus 2 1/2% but 
not less than $15,000 per month in minimum charges and an initial commitment fee
of 1.25% and 1% per annum for the secondyear.  The interest rate 
shall increase or decrease by one quarter of one percent (1/4 of 1%) per annum 
for each increase or decrease, respectfully of one-quarter of one percent in the
prime rate, however that no decrease shall decrease the rate to less than the 
prime rate plus 2.50% and the minimum prime rate will be 6%.  Borrowing under 
the agreement is all collateralized by all assets of the Company.   Pursuant to
the agreement, the Company was required to maintain a tangible net worth 
(deficiency) of not more than $(750,000) and a Working Capital (deficiency) of 
not more than $(500,000), as defined.   The Company is in violation of such 
covenants and is currently seeking a modification to such covenants.  However 
no assurances can be given that the Company will be able to obtain such 
modifications or receive a waiver from the creditor. 

On October 20, 1998, the Company entered into a Purchase and Sale of Assets 
agreement the "Sale Agreement" whereby the Company sold certain assets, 
principally inventory and fixed assets, of its Maryland facility to an 
unrelated party for $200,000.  In connection to the Sale Agreement, the Company
agreed to sublease the aforementioned facility to the purchaser under the terms
of the Company's lease, subject to cancellation with thirty days notice to the 
Company.  Upon notice of cancellation, the purchaser shall bear fifty percent 
(50%) of the net loss, if any, resulting from the vacancy of the building.  
Further, in connection with the Sale Agreement, the Company agreed to 1) 
grant the purchaser the use of the "Vertex" name through April 30, 1999 and 2)
grant non-compete arrangements, as defined.  Subsequent to October 20, 1998 the
purchaser cancelled the sublease and the Company is currently pursuing a new 
sublease tenant.

On December 17, 1998, the Company entered into an agreement with DataWorld 
Solutions, Inc. ("DataWorld"), a distributor of connectivity products, 
DataWorld's principal shareholders, Daniel McPhee and Christopher 
Francis, TW Cable, LLC. and  Edward Goodstein, the Company's then chairman and 
principal shareholder.   Pursuant to the agreement, (i) Vertex acquired all the
outstanding shares of Dataworld in exchange for the issuance of 1,500,000 shares
of the Company's common stock (ii)  TW forgave approximately $2,300,000 in 
principal face amount of secured subordinated debt and all accrued interest 
relating thereto, (iii) TW forgave $280,000 of indebtedness, contributed 
$400,000 cash and arranged for approximately $400,000 of TW funds held in escrow
for the benefit of Vertex's creditors to be released to such creditors as 
payment on behalf of Vertex in exchange for 6,000 shares of the Company's 
newly issued $6 Senior Cumulative Convertible Preferred Stock having a stated 
value of $100 per share, and (iv) Messrs. McPhee and Francis purchased 
17,000,000  shares of the Company's common stock from TW for $200,000.  As a
result of the above, Messrs. McPhee and Francis collectively own approximately
69% of the Company's common stock and effective December 18, 1998  Messrs. 
McPhee and Francis became the Company's Chief Executive Officer and  Chief 
Operating Officer, respectively.




                                      -4-

BUSINESS STRATEGY
The Company's business strategy is to develop a value-added distribution network
through internal growth with a focus on connectivity solutions for data and 
tele-communications.  Management believes it will continue to (i) introduce 
new connectivity solutions, (ii) improve operating efficiencies through a more 
efficient organizational structure, eliminate duplicated activities, and 
integrate manufacturing capabilities between the two separate manufacturing 
facilities located in the United States, (iii) derive the benefits of critical 
mass through the opportunity to develop stronger relationships with, and obtain
improved terms from key suppliers, and (iv) derive the benefits of critical 
mass through the ability to distribute to and service large national and 
international customers.
In its relationship with its customers, the Company focuses on providing 
connectivity solutions.  Such solutions include advising customers on the 
options available to meet their specific needs, and manufacturing custom-made 
electronic cable assemblies for the customers.  In addition, the Company 
continues to service the customers with components and assemblies as the 
customer's system grows.  Management believes that manufacturers of 
products generally choose to build relationships with distributorships capable
of offering advisory services, technical support, and other services such as 
manufacturing custom-made electronic cable assemblies.  The Company believes 
it is perceived as a value-added manufacturer by both suppliers and customers
as a result of its technical skills and knowledge of the marketplace, access 
to and understanding of the product capabilities, and technical design and 
manufacturing capabilities for custom-made electronic cable assemblies.
In fiscal 1998, 3M approved the Company as on of their six Value-Added 
Reseller ("VAR").  The Company was required to purchase certain manufacturing 
equipment necessary to produce Single-Mode fiber cable assemblies.  
As a VAR, the Company receives daily orders directly from 3M and will ship 
product directly to 3M's customers.  The Company is permitted to sell Single-
Mode fiber cable assemblies to any of its customer.

Effective with the transaction with DataWorld Solutions, Inc. in December 1998,
the Company is also a distributor of connectivity products. This will give the 
Company the ability to provide its' customers with additional product line they
require. 

The Company is in the process of identifying potential acquisitions to grow the 
business.   The Company will seek capital investment to finance these 
acquisitions.  The Company believes that acquisitions could provide an 
additional customer base necessary to increase sales volume, however, there can
be no assurances that the Company will be successful in marketing suitable 
acquisition candidates or obtain the required investment capital 
to finance acquisitions.

PRODUCTS AND SERVICES
The Company's products and services consist principally of the design and 
manufacture of custom-made electronic cable assemblies and harnesses used as 
solutions for connectivity requirements in data communications.
The Company employs design, engineering, and technical support personnel to 
develop alternative connectivity solutions and manufacture of custom-made 
electronic cable assemblies.

PRINCIPAL SUPPLIERS
Management believes that the Company is not dependent on any particular 
supplier.  For the fiscal year ended June 30, 1998,  Amp, Inc. and Siecor 
accounted for 27.2% and 11.8% of the Company's purchases.  For the fiscal 
year ended June 30, 1997,  Lucent Technologies (formerly AT&T), Westcon, Inc., 
Madison Wire & Cable Corp., Hitachi Cable and Amp, Inc. accounted for 28.6%, 
13.0%, 10.5%, 10.3%, 10.2% and 10.1%, respectively of the Company's purchases. 


                                       -5-


 
PRINCIPAL SUPPLIERS (continued)
The Company works off manufacturers' lead times.  Deliveries range from one week
to approximately 90 days.  The Company has a fully integrated on-line computer 
system that enables it to determine immediate inventory availability of the 
Company's entire inventory at its stocking facilities.  The Company monitors 
and maintains manufacturers' delivery schedules to ensure "on-time" delivery 
for customers and to maintain proper inventory levels for the Company.
The Company's objective is to minimize lead times for its customers without 
financing excess stock levels or risking technological obsolescence.  Several
manufacturers have provided the Company an expedited shipping function in 
order to better service the Company's customers.

SALES AND MARKETING
The Company offers a broad range of custom-made cable assemblies and harnesses 
used as connectivity solutions to end-users, professionals who install and 
service data communications, and original equipment manufacturers (OEM's).
The Company operates through three locations in the Northeast, Mid Atlantic, 
and Western regions of the United States.  All of the locations operate as a 
sales office, manufacturing facility and warehouse.  These operations support
the design and manufacture of custom-made and standard cable assembly 
requirements for the entire Company.

In order to effectively meet each customer's needs, the sales force first gains
an understanding of the customer's system connectivity requirements before 
recommending one or more possible solutions.   The Company generally 
does not participate in the design of computer applications but rather 
participates in the design and implementation of the connectivity solutions 
required for data communications.The field sales force is supported by inside
sales personnel who handle incoming customer calls, perform sales 
estimates, provide responses to customer questions and assist in sales 
prospecting.  Sales leads are typically generated by ongoing interaction with
existing customers, sales calls to companies not currently customers, 
referrals from suppliers, and by advertising and promotional efforts.  The 
advertising and promotion program for the Company consists of: (i) exhibits 
at national and regional trade shows; (ii) Company-sponsored seminars and 
product demonstrations in regional areas; (iii) advertisements in trade 
publications; and (iv) direct mail campaigns to targeted market niches.

COMPANY LOCATIONS
The Company's locations, which all are leased, are as follows: 

    			Elkridge, Maryland    - (operation sold October 20, 1998)
      	Farmingdale, New York 
		    	Long Island City, New York - (as of December 17, 1998)
      	San Jose, California 
	

                                      -6-
 

MAJOR CUSTOMER
During fiscal 1998. one customer, a company formerly owned by the owner of TW
("Former Affiliate") accounted approximately 12.5% or the net sales of the 
Company.  One customer  accounted for approximately 11.4% of net sales in fiscal
1996.  

COMPETITION
All aspects of the Company's business are highly competitive.  The Company 
competes with several national distributors, which have greater financial and
other resources than the Company.  The Company also competes with numerous 
distributors on a local or regional basis.  The Company is ISO-9002 certified
and therefore more attractive to a customer who requires this industry 
certification of quality.  

The Company believes that its ability to design and manufacture custom cable 
assemblies as well as making available technical support, differentiates the 
Company's from its primary competitors and gives the Company a competitive 
advantage.  There can be no assurance the Company will be able to successfully
exploit such advantage.

PRODUCT LIABILITY INSURANCE
The Company maintains a comprehensive general liability insurance policy in the 
amount of $2,000,000, with an umbrella policy, including products liability, 
providing coverage in the aggregate amount of $20,000,000, which it believes 
to be adequate coverage.

EMPLOYEES
As of January 31, 1999, the Company had 74 full-time employees.  Of these, 16 
are sales and marketing personnel;  6 are design, engineering, and technical 
support personnel; 11 are purchasing, warehouse and inventory control 
personnel;  27 are cable assembly manufacturing personnel;  5 are quality 
control personnel; and 9 are accounting, data processing and other 
administrative personnel.   Twenty-five (25) employees are covered by a 
collective bargaining agreement in the Company's Farmingdale facility


ITEM TWO - PROPERTIES 
The location and size of each of the Company's facilities at June 30, 1998,
the principal use of each facility and lease expiration date are summarized 
below:

                      Lease Square	                                  Expiration
Location				            Footage	            Use                         Date

Elkridge, Maryland	   (1)	11,583	  Sales Office, Manufacturing        Aug.2003
                              			  and Warehouse

Farmingdale, New York (2)	13,000	  Executive Office, Sales Office,    Feb.1999
							                            Manufacturing and Warehouse

San Jose, California	      9,950	  Sales Office, Manufacturing        June 2000
                            							and Warehouse

(1) In August 1998, the Company renegotiated its Elkridge, Maryland lease by 
    reducing its space to approximately 11,583 square feet which reduced its 
    monthly rent.  The Company sold this operation in October 1998 (see Recent 
    events and Note N to the consolidated financial statements).

(2) The Company's Headquarters are located in Farmingdale, New York.  These 
    premises, which consist of approximately 3,500 square feet of office space 
    and approximately 11,600 square feet of manufacturing and warehouse space, 
    is leased by the Company.  The Company is presently negotiating its lease 
    renewal.

                                     -7-


ITEM THREE - LEGAL PROCEEDINGS

                             						None.


ITEM FOUR - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                             						None.




                                      -8-



                                    PART II

ITEM FIVE - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        				STOCKHOLDER MATTERS

The Company's Common Stock had been trading on the American Stock Exchange under
the symbol VTX since September 17, 1986, its initial public offering date. On
September 15, 1995, the Company's Common Stock was delisted from the American
Stock Exchange, as it no longer satisfied all the financial requirements, and
has since traded on the Over-The-Counter Electronic Bulletin Board under the 
symbol VTXL.  The following table shows the quarterly range of the high and low 
closing sale prices for the Common Stock on the American Stock Exchange prior
to September 15, 1995 and on the Over-The-Counter Electronic Bulletin Board
since September 15, 1995, for the periods indicated.

		Common Stock
			Period        					                     High	      Low
----------------------                    ------     ------     
FISCAL 1996
First Quarter ended September 30, 1995					.38	      	.19
Second Quarter ended December 31, 1995			 	.28	      	.06
Third Quarter ended March 31, 1996				    	.35	      	.18
Fourth Quarter ended June 30, 1996    					.39	      	.20

FISCAL 1997
First Quarter ended September 30, 1996					.32	      	.10 
Second Quarter ended December 31, 1996			 	.27	      	.06
Third Quarter ended March 31, 1997 *			  		.12	      	.02
Fourth Quarter ended June 30, 1997					    .05      		.02

FISCAL 1998
First Quarter ended September 30, 1997			 	.08      		.04 
Second Quarter ended December 31, 1997		 		.06	      	.02
Third Quarter ended March 31, 1998 				   	.31		      .02
Fourth Quarter ended June 30, 1998    					.44	      	.13

FISCAL 1999
First Quarter ended September 30, 1998					.09	      	.09 
Second Quarter ended December 31, 1998			 	.26	      	.25

*	On January 10, 1997, the Company filed Bankruptcy protection under Chapter 11
of the federal bankruptcy laws.

As of February 16, 1999, there were approximately 275 holders of record of the
Company's Common Stock.

On December 29, 1997, the NASDAQ changed the stock symbol from VTXL to VCCP.

On December 29, 1997, the Company declared a one-for-five reverse stock split of
all of its issued and outstanding common stock as called for in its Plan of 
Reorganization.

The Company has never paid a cash dividend on its Common Stock and the Company
does not anticipate paying any dividends on the Common Stock in the foreseeable 
future.  Pursuant to the terms of its revolving credit facility, the Company is 
not permitted to pay or declare any dividends or otherwise make any distribution
of capital.

                                          -9-

ITEM SIX - SELECTED FINANCIAL DATA

                       						   SELECTED FINANCIAL DATA 
                          (IN THOUSANDS EXCEPT PER SHARE DATA)
                                 Year Ended June 30,
 
                           1998        1997	     1996       1995	       1994
			                      	-------	    -------   -------    -------	    -------
INCOME STATEMENT DATA:
Net sales               		$ 7,900	    $21,224	 $29,116    $34,472     $42,864
Cost of goods sold	         7,412		    16,779   23,584     26,231      32,149
		                      		-------		   -------	 -------    -------     -------
Gross profit	             $   488		   $ 4,445	 $ 5,532    $ 8,241     $10,715
		                      		=======		   =======	 =======    =======     =======
				
Loss before extra-
	ordinary items	          $(3,120)   $(5,358) 	$(4,972)   $(1,316)    $(2,934)
Extraordinary items		  	              	      
	income (loss)	           	 5,128       (120		                       			  747
Net income (loss) 
	attributable
	to common stock            2,008     (5,556)  	(5,058)    (1,316)     (2,187)

BASIC AND DILUTED 
  INCOME (LOSS)PER 
  SHARE DATA: (1)

Loss before extra-
	ordinary items             (.22)      (2.14)  	 (2.00)     (.52)       (2.35)
Extraordinary items          .37        (.05)	                   	        .60 

Net income (loss)
	attributable to 
	common stock
	per share	                  .15       (2.19)   (2.00)      (.52)       (1.75)
                            =======   =======  =======    =======      =======

Weighted average
	number of shares
	outstanding-basic
  and diluted (2)           13,914      2,530    2,530      2,530      1,248
            			            -------     -------  -------    -------     ------

BALANCE SHEET DATA:

Working capital
 	(deficiency)            $(2,694)    $ 1,153  $ 5,079    $ 4,476     $ 5,320
Total assets	               2,890       5,663   13,128     13,187      14,431
Long-term debt	             2,215       2,211    9,496      5,966       6,338
Liabilities subject to
   compromise	               -          6,192
Stockholders' equity 
	(deficiency)	            (4,395)      (6,528)  (1,011)     1,999       2,808

(1)  	Cash dividends per share have never been paid on Common Stock and the 
      Company is prohibited under its current long-term credit facility from
      paying a dividend because it currently has insufficient availability.

(2)  	All periods restated to give effect for the one for five split effectuated
      on December 29, 1997.

                                         -10-


ITEM SEVEN - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		          	CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

YEARS ENDED JUNE 30, 1998 AND 1997

Net sales for the year ended June 30, 1998 were approximately $7,900,000, as 
compared to the year ended June 30, 1997 of $21,224,000, a decrease of 62.8%.
Value added distribution sales decreased by approximately $8,849,000 or 78.1%
from $11,333,000 in the prior fiscal year to $2,484,000 in the current fiscal 
year due to the Company's decision to principally be a manufacturer of cable 
assemblies.  Sales of manufactured cable assemblies decreased by approximately
$4,474,000 or 45.2% from $9,891,000 in the prior fiscal year to $5,416,000 in 
the current fiscal year.  The decrease was primarily a result of the Company's 
inability to purchase product, due to the Company's lack of working capital and
available financing partially caused by the effects of operating as a debtor-in-
possession through the first and second quarters of fiscal 1998.

Gross profit decreased by $3,957,000 or 89.0% for the year ended June 30, 1998
to $488,000 from $4,445,000 as compared to fiscal 1997. Gross profit percentage 
for the years ended June 30, 1998 and 1997 were 6.2% and 20.9%, respectively. 
The decrease in gross profit was primarily the result of the aforementioned 
decrease in net sales coupled with the decrease in gross profit per sales 
dollar, which is due to the poor absorption of fixed overhead costs caused by
significant decrease in sales volume, in addition to a decrease in unit selling
prices and a $250,000 charge for inventory obsolescence.  

Selling, general and administrative expenses decreased approximately $5,128,000 
or 63.1% to $3,001,000 for the year ended June 30, 1998 from $8,129,000 as
compared to fiscal 1997.  Selling, general and administrative expenses as a 
percentage of net sales were 38% in fiscal 1998 as compared to 38.3% in fiscal
1997.  The decrease in these expenses was the result of cost reductions of
payroll and related expenses, terminated equipment leases, and reducing general
expenses as a result of downsizing the Company's operations after filing Chapter
11 on January 10, 1997.

Interest expense and dividends on preferred stock decreased by $ 680,000 or 
63.7% for the year ended June 30, 1998 to $387,000 from $1,067,000.  This
reduction is principally due to the reduced borrowing levels of the Company's
credit facility and non-existence of preferred stock dividends while operating
as a debtor-in-possession and the subsequent cancellation of preferred stock on 
January 12, 1998.

Chapter 11 Reorganization related expenses for the year ended June 30, 1998 of
approximately $287,000, which was incurred prior to the January 12, 1998 
effective date, includes fees for legal, accounting, financing and consulting
services, as well as court fees and printing expenses.











                                       -11-

ITEM SEVEN - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          			CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS - (CONTINUED)

YEARS ENDED JUNE 30, 1997 AND 1996

Net sales for the year ended June 30, 1997 were approximately $21,224,000, as 
compared to the year ended June 30, 1996 of $29,116,000, a decrease of 27.1%. 
Value added distribution sales decreased by approximately $7,116,000 or 38.6% 
from $18,449,000 in the prior fiscal year to $11,333,000 in the current fiscal
year.  Sales of manufactured cable assemblies decreased by approximately 
$776,000 or 7.3% from $10,667,000 in the prior fiscal year to $9,891,000 in 
the current fiscal year.  The decrease was primarily a result of the Company's 
inability to purchase product, which lead to the Company filing a petition for 
relief under Chapter 11 of the federal bankruptcy laws "Chapter 11" on January 
10, 1997 (see Notes to Consolidated Financial Statements).

Gross profit decreased by $1,087,000 or 19.6% for the year ended June 30, 1997 
to $4,445,000 from $5,532,000 as compared to fiscal 1996. Gross profit 
percentage for the years ended June 30, 1997 and 1996 were 20.9% and 19.0%,
respectively.  The decrease in gross profit was primarily the result of the
aforementioned decrease in net sales coupled with the decrease in gross profit 
per sales dollar, which is due primarily to the poor absorption of fixed 
overhead costs caused by the significant decrease in sales volume, in addition 
to a decrease in unit selling prices.  

Selling, general and administrative expenses decreased approximately $1,437,000 
or 15.0% to $8,129,000 for the year ended June 30, 1997 from $9,566,000 as 
compared to fiscal 1996.  Selling, general and administrative expenses as a 
percentage of net sales were 38.3% in fiscal 1997 as compared to 32.9% in fiscal
1996.  The decrease in these expenses was the result of cost reductions of 
payroll and related expenses, terminated equipment leases, and reducing general
expenses as a result of filing Chapter 11 on January 10, 1997.

Interest expense and dividends on preferred stock increased by $47,000 or 4.6% 
for the year ended June 30, 1997 to $1,067,000 from $1,020,000.  The increase 
was due to the requirements of interest and dividends resulting from the
December 1995, March 1996 and June 1996 financings and also due to the Company's
utilization of its revolving credit facility to its maximum line of credit for 
most of the period.  As a result of certain 1997 events, including sale of the 
Company's headquarters and the bankruptcy related matters certain interest 
and dividends costs were eliminated after the second quarter Chapter 11 
Reorganization related Expenses includes an accrual for approximately $365,000
in professional fees to be paid under the plan of reorganization, approximately 
$110,000 for fees paid relating to the revolving credit facility DIP Financing
and approximately $14,000 of printing and filing fees, all  resulting from the
filing ofChapter 11 on January 10, 1997.

The Company recognized a loss of approximately $248,500 on the sale of the 
headquarters.  The loss includes closing costs expenses and non-cash write-offs 
of building related expenses.



                                       -12-

ITEM SEVEN - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          			CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS - (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES

Current assets have decreased approximately $2,565,000 to $2,376,000 at June 30,
1998 as compared to $4,941,000 at June 30, 1997.  This decrease resulted 
primarily from decreases in cash of approximately $156,000, accounts receivable 
of approximately $644,000, and inventories of approximately of $1,750,000, 
directly attributable to the Company's decision to sell its distribution 
business in May 1997, decreased sales volume in its manufacturing business 
and the recurring loss before extraordinary items.  The Company had net working 
capital deficiency of $2,694,000 at June 30, 1998 as compared to net working 
capital of $1,153,000 at June 30, 1997.

Total borrowings outstanding, including subordinated secured debentures, as of 
June 30, 1998 were $4,159,000, a decrease of $332,000 or  7.4% from $4,491,000 
at June 30, 1997.  This decrease was primarily due to the reduction of the
Company's revolving credit facility of approximately $358,000.

The Company's continuing existence as a going concern is dependent on its 
ability to obtain profitable operations, generate sufficient cash flow to meet
its obligations on a timely basis, comply with the terms and covenants of its 
financing agreement (which is currently in default) and to obtain additional 
financing as may be required.  As described in Notes F and N to the Company's
fiscal 1998 financial statements, the Company; (1) on July 28, 1998, refinanced
its revolving credit financing agreement with a two year long-term agreement 
with more favorable borrowing limits, (2) on October 20, 1998, completed the 
sale of certain assets relating to an underutilized facility to reduce costs,
and (3) on December 17, 1998, completed a business combination which provided
additional working capital and a new management team with industry and 
distribution experience.

Currently, new management is exploring opportunities to further reduce operating
costs and to obtain additional sources of working capital.  However, there can 
be no assurances that new management will be successful in further reducing
operating costs or obtaining additional sources of working capital and that
the Company will be able to raise such additional financing to fund ongoing
operating shortfalls or complete other plans.


YEAR 2000
The Year 2000 issue is the result of computer programs which were written using 
two digits rather than four to define the applicable year.  For example, 
date-sensitive software may recognize a date using "00" as the Year 
1900 rather than the Year 2000.  Such misrecognition could result in system 
failures, or miscalculations causing disruptions of operations, including, 
among others, a temporary inability to process transactions, send invoices or 
engage in similar normal business activities.




                                        -13-

ITEM SEVEN - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          			CONDITION AND RESULTS OF OPERATIONS


YEAR 2000 - (CONTINUED)

The Company has evaluated its programs to prepare computer systems and 
applications for the Year 2000.  The Company will need to modify or replace
its internal systems by acquiring a Year 2000 compliant system by the end of
fiscal 1999.  The Company expects to incur internal staff costs as well as 
consulting and other expenses related to the enhancements necessary to complete
the systems for the Year 2000.  Management believes that the estimated costs to 
modify or replace such applications will not be material to the Company.

In addition, the Company has inquired with its major suppliers, including 
insight about their progress in identifying and addressing problems related
to the Year 2000.  The Company is currently unable to determine the extent to
which the Year 2000 issues will affect its suppliers, or the extent to which 
it would be vulnerable to the suppliers' failure to remediate any of their 
Year 2000 problems.  Although no assurance can be given, the Company believes 
that Year 2000 problems will not be significant.

INFLATION
For the last three fiscal years, the Company has not been significantly affected
by inflation.

This Management's Discussion and Analysis of Financial Condition and Result of
Operations contains forward-looking statements which are based upon current 
expectations and involve certain risks and uncertainties.  Under the safe 
harbor provisions of the Private Securities Litigation Reform Act of 1995, 
readers are hereby cautioned that these statements may be impacted by several 
factors, and, consequently, actual results may differ materially from those 
expressed herein.


ITEM SEVEN A - QUANTITATIVE AND QUALITATIVE DISCLOSE ABOUT MARKET RISK
The Company is exposed to interest rate change market risk principally with 
respect to its revolving credit financing facility with a financial institution
which is priced based on the prime rate of interest.  At June 30, 1998 
$1,895,000 was outstanding under the credit facility.  Changes in the prime
interest rate during fiscal 1999 will have a positive or negative effect on 
the Company's interest expense.  Each 1% fluctuation in the prime interest 
rate will increase or decrease interest expense for the Company by approximately
$19,000.


ITEM EIGHT - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements listed in the accompanying Index to the 
Consolidated Financial Statements are attached as part of this report.


ITEM NINE - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
            AND FINANCIAL DISCLOSURE
					                	a)  Not applicable
                						b)  Not applicable.





                                      -14-

                                				PART III

ITEM TEN - DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The Directors of the Company and certain information concerning them as of
June 30, 1998 are set forth below:
                                                               First Year 
                                                                 Became
     	Name              	Position With The Company     Age     	Director
---------------------    -------------------------     ---      --------
Edward Goodstein        	Chairman of the Board and      51	       1997
	                        	Chief Executive Officer

Ron Martyn *	            Director		                     57	       1997

Albert Roth             	Director/Consultant            63	       1995

* On December 17, 1998 Mr. Martyn resigned from the Board.


Executive Officers of the Company who are not Directors are set forth below: 

      Name                     	Position With The Company	     Age
------------------------        -------------------------      ---
Daniel McPhee (1)              	Chief Executive Officer	       35

Christopher Francis (1)	        Chief Operating Officer		      36

Nicholas T. Hutzel             	Vice President, Controller   	 29
                             		  and Secretary

Abraham Mendez                 	Vice President of Sales    	 	 31

(1) Effective December 17, 1998


Mr. Edward Goodstein had been Chairman and Chief Executive Officer of the 
Company from June 1997 through December 17, 1998 and director since January 
1997.  Mr. Goodstein was formerly President and major stockholder of TW
Communications, a privately held company, which was acquired in December 1997.  
TW Communications was a distributor of telecommunication wire, cable, 
fiber-optics and installation supplies.

Mr. Ron Martyn had been a Director of the Company from January 1997 through 
December 17, 1998.  Mr. Martyn was Vice President of Sales for TW Communication,
which was acquired in December 1997, since 1993. Prior to 1993 Mr. Martyn was 
employed by AT&T and has over 30 years of sales experience.

Mr. Albert Roth has been a director since December 1995 and was Chairman and
Chief Executive Officer of the Company from December 1995 through May 1997. 
For the five years prior thereto, Mr. Roth was independently employed as a
business consultant as a principal of GPR Eastwood Inc.  Mr. Roth has held
several senior management and executive positions at various electronic 
distribution companies during the thirty years prior to becoming self-employed.



                                      -15-


ITEM TEN - (CONTINUED)


The following Executive Officers of the Company are not Directors:

Mr. Daniel McPhee has been Chief Executive Officer since December 17, 1998, 
prior thereto Mr. McPhee was a Director and Chief Executive Officer of DataWorld
Solutions, Inc. since its inception in 1998.  Prior thereto, and since 1992, Mr.
McPhee was associated with Elcan Technologies Corp. ("ETC") as senior sales 
representative and was promoted to Executive Vice President in early 1997.  From
1988 to 1992, Mr. McPhee was employed by United Datacom & Cable, Inc. as a 
salesman and Vice President.  From 1985 to 1988, Mr. McPhee was a project 
manager with Forest Electric Corp. In 1985, Mr. McPhee received a bachelors
degree in Business Administration from Adelphi University.  Mr. McPhee is a 
member of the Communication Managers Association.

Mr. Christopher Francis has been Chief Operating Officer since December 17, 
1998, prior thereto Mr. Francis co-founded with Mr. McPhee  DataWorld Solutions,
Inc. where he was a Director and Chief Operating Officer.  Prior thereto, and
from May 1985 until 1998, Mr. Francis was with ETC.  At ETC, Mr. Francis held 
various positions including Vice President of Operations.  In such capacity, Mr.
Francis' responsibilities included purchasing and inventory management.  Mr. 
Francis attended Seton Hall University where he majored in Business 
Administration.

Mr. Nicholas Hutzel has been Vice President and Controller of the Company since 
February 1997.  Mr. Hutzel has also been Corporate Secretary since March 1997.  
Mr. Hutzel joined the Company in June 1993, and continued service until July 
1996.  From July 1996 through February 1997, Mr. Hutzel was employed as a 
Controller for a private sign manufacturer that handled major commercial 
accounts throughout the United States.
		
Mr. Abe Mendez has been Vice President of Sales since August 1997.  Mr. Mendez 
has been with the Company since 1985.  Prior to becoming Vice President of Sales
Mr. Mendez was Vice President of Operations and also Sales Manager for the New 
York facility.


















                                         -16-


ITEM ELEVEN - EXECUTIVE COMPENSATION

The following table sets forth, for the fiscal year indicated, all compensation 
awarded to, earned by or paid to all individuals serving as the Company's Chief 
Executive Officer ("CEO") or acting in a similar capacity and the one other 
Executive Officer of the Company other than the CEO whose salary and bonus 
exceeded $100,000 with respect to the fiscal year indicated.

                       				SUMMARY COMPENSATION TABLE

                                                    LONG-TERM COMPENSATION 
                                         Other     -----------------------------
					                                    Annual	                    All Other
					                                    Compen-   	Number           Compen- 
Name and	           Fiscal Salary  Bonus sation      of              sation
Principal Position  Year 	  ($)     ($)   ($)(1)	  Options             ($)
------------------  ------ ------  ----- --------  --------       -----------
Edward Goodstein     1998  $  -    $  -  $   -        -             $    -
	Chief Executive     1997	    -       -      -        -                  -
 	Officer

Albert Roth          1996 $138,000 $   - $   - 	      -             $    -
	Chief Executive     1996   85,470	    -     -      250,000	             -
	Officer (prior)

Donald W. Rowley                        
	President           1996 $182,517     -     - 	      -                  -
	

	(1) Perquisites and other personal benefits, securities or property to each
     executive officer did not exceed the lesser of $50,000 or 10% of such
     executive officer's annual salary and bonus.


The Company has no pension plan for employees not subject to collective
bargaining arrangements.



DIRECTORS' COMPENSATION
In fiscal 1998, certain directors who were not employees of the Company received
a monthly fee for part of the fiscal year, and for the remainder of the year 
waived fees until further notice.










                                          -17-


ITEM ELEVEN - EXECUTIVE COMPENSATION (CONTINUED)


STOCK OPTION TABLE
The following table provides further information with respect to the options 
granted to the Executive Officers as of the fiscal year ended June 30, 1998.

                							     Options Granted in Last Fiscal Year  
                     --------------------Individual Grants ----------------

                                  % of Total
                          									Options
								                         Granted to	      Exercise
                   					       	 	Employees	       or Base       Expir-
	      				  Options	          	  in Fiscal	        Price        ation
Name			  		  Granted		               Year		         ($/Sh)        Date
-------				----------		          --------------	  ---------    ---------

                               NO OPTIONS GIVEN


The following table provides information with respect to options exercised and 
option values as of the fiscal year ended June 30, 1998.

		                  Aggregated Options Exercised in Last Fiscal Year and
                               Fiscal Year-End Option Values
	
	                                                		           Value of 
                                             Number of       Unexercised
             				Shares		                   Unexercised     In-the-Money
             			Acquired                 		   Options        Options at
             						on	          Value       at 6/30/98      6/30/98($)(1)
             			Exercise	      Realized     Exercisable/     Exercisable/
Name					           #	            $        Unexercisable    Unexercisable
-----------			-----------     ---------- 	----------------  ----------------
								                              NONE

(1) 	The dollar value of unexercised options is calculated by determining the 
difference between the fair market of the Company's Common Stock which 
underlies the option at June 30, 1998, and the exercise price of the options.

As a result of the Company's confirmed Plan of reorganization, all outstanding 
options and warrants were canceled upon the effective date of the Plan.


                                     - 18 -


ITEM ELEVEN - EXECUTIVE COMPENSATION (CONTINUED)

CONSULTING AGREEMENT
On January 9, 1997, the Company entered into a consulting agreement with Albert 
Roth, the Company's prior Chairman of the Board of Directors and current 
Director to function as a consultant to Company's new President and Chairman 
of the Board of Directors.  The term of this agreement extended through 
November 28, 1997 and provided for monthly consulting fees of $9,000.  The 
consulting agreement had an option to extend the term upon the same terms and 
conditions for an additional period of six (6) months.  The Company chose not 
to extend this agreement.  Mr. Roth continues to receive as per his agreement 
certain benefits for a period of six (6) months.  During the fiscal years ended
June 30, 1998 and 1997, the Company paid this consultant approximately $45,000 
and $108,000, respectively.


ITEM TWELVE - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of June 30, 1998, certain information 
regarding beneficial ownership of the Common Stock held by each person known 
by the Company to own beneficially more than 5% of the Common Stock, each of 
the Company's directors, each of the executive officers named in the Summary 
Compensation Table, and all of the Company's executive officers and directors 
as a group.

Beneficial Ownership
Name and Address                             Shares               %	
--------------------	                     --------------        ------
TW Cable LLC	                             20,529,389 (1)          81 %
81 Executive Blvd.
Farmingdale, N.Y. 11735

All directors and officers as a	              10,000 	    Less than 1%
	group (1 person)


ITEM THIRTEEN - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 10, 1997, TW Cable LLC,  ("TW") whose owner is a director of the 
Company and was Chairman of the Board and Chief Executive Officer from January
1997 through December 1998, concluded a transaction with the holders of the 
Company's preferred stock and Subordinated Debentures pursuant to the terms of 
a certain Securities Purchase Agreement (the "Securities Purchase Agreement").
As a result of that transaction, TW acquired all of the issued and outstanding
preferred stock (12,375 shares)  and $2,615,000 principal face amount of 
debentures, together with warrants to purchase 53,350,000 shares of common 
stock. The preferred stock is convertible into 4,950,000 shares of common 
stock at a conversion rate equal to 400 common shares for each share of 
preferred stock that is converted.  Each share of preferred stock is entitled
to 1,500 votes on all matter other than the election of directors.  The holders
of the preferred stock, as a class, are entitled to elect 75% of the members 
of the Board of Directors (see January 12, 1998 event below).

On October 30, 1997 the Company's second amended plan of reorganization and 
disclosure statement (the "Plan") was confirmed by the United States 
Bankruptcy Courts in Westbury, New York.   The confirmed Plan is

                                       -19-

ITEM THIRTEEN - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)

effective on the date the Company secures exit financing.  On January 12, 1998, 
the Company secured exit financing with lender, effectuating the Plan (see Note 
F).  The Plan called for an initial distribution to unsecured creditors with 
claims greater than $1,000 ("Class 7")  to received 13.5% of their  claim and
future distributions based on cash flow (as defined) over the next five years.
Unsecured creditors with claims less than $1,000 ("Class 6") received a 
distribution of 20% of their claim. The initial distribution payments and 
certain other administrative claims are guaranteed by TW.  Under the Plan, 
the Company's wholly owned subsidiary, Vertex Technologies, Inc., merged into 
the Company, and the Company changed its name to Vertex Computer Cable & 
Products, Inc.  Under the Plan, 25.3 million of the Company's 40 million 
authorized shares of common stock were issued and outstanding.  Effective 
December 29, 1997, each five shares of the Company's common stock outstanding 
were exchanged for one share of the surviving entity.  As a result, holders of
the Company's outstanding 12,652,000 common stock shares received 2,530,400 
post-reorganization shares.  Further, the preferred shareholders (TW) exchanged
such outstanding preferred stock and forgave accrued dividends for 21,508,400 
common stock shares, representing 85% of the post-reorganization outstanding 
common stock.

On January 12, 1998, pursuant to an Exchange Offer between TW, whose owner was 
the Company's  principal holder through ownership of the preferred stock 
cancelled and exchanged for common stock issued under the Plan and subordinated
debenture holder,  and holders of another $400,000 in debentures, TW purchased 
$307,367 in debentures for cash and common stock held by TW.  The terms of all 
outstanding subordinated debentures were modified, pursuant to the Plan (see 
Note 3) to an interest rate of 8% per annum, payable semi-annually with the 
principal due on January 12, 2005.  In addition,  TW forgave $115,000, 
exclusive of the related debt discount of $14,800, of the $2,423,000 in 
debentures held.  The forgiveness was accounted for as a capital contribution 
as an adjustment to Paid-in-Capital.

As of June 30, 1998, the Company owed to the TW approximately $382,500 for 
administrative expenses and loans to the Company.   Such demand loans are 
non-interest bearing.

Subsequent to June 30, 1998, TW paid additional cash as escrow of $185,000 to 
the Class 7 distribution creditors committee, for an aggregate amount of 
$389,000, in exchange for an extension of time for the Company to make its 
payments required under the Plan  and TW paid $300,000 in additional cash
Collateral for an aggregate amount of $1,268,000 to the Company's credit 
facility in an effort to increase working capital.

On December 17, 1998, the Company entered into an agreement with DataWorld 
Solutions, Inc. ("DataWorld"), a distributor of connectivity products, 
DataWorld's principal shareholders, Daniel McPhee and Christopher Francis, TW 
Cable, LLC. and  Edward Goodstein, the Company's then chairman and principal 
shareholder.   Pursuant to the agreement, (i) Vertex acquired all the 
outstanding shares of Dataworld in exchange for the issuance of 1,500,000 
shares of the Company's common stock (ii)  TW forgave approximately $2,300,000
in principal face amount of secured subordinated debt and all accrued interest
relating thereto, (iii) TW forgave $280,000 of indebtedness, contributed 
$400,000 cash and arranged for approximately $400,000 of TW funds held in 
escrow for the benefit of Vertex's creditors to be released to such creditors
as payment on behalf of Vertex in exchange for 6,000 shares of the Company's 
newly issued $6 Senior Cumulative Convertible Preferred Stock having a stated
value of $100 per share, and (iv) Messrs. McPhee and Francis purchased 
17,000,000  shares of the Company's common stock from TW for $200,000.  As a 
result of the above, Messrs. McPhee and Francis collectively own approximately
69% of the Company's common stock and effective December 18, 1998  Messrs. 
McPhee and Francis became the Company's Chief Executive Officer and  Chief 
Operating Officer, respectively.

                                      -20-

                                     PART IV

ITEM FOURTEEN - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
             		 FORM 8-K

(a) FINANCIAL STATEMENTS
       	See index to consolidated financial statements.

(b) Form 8-K Reports
       	Form 8-K dated December 18, 1998
       	From 8-K/A dated December 18, 1998 

(c) EXHIBITS
         2.1	Second Amended Joint Plan of Reorganization dated September 24, 
1997 (incorporated by 	reference to Exhibit 2.1 to the registrant's current
report on Form 8-K dated February 5, 1998)
        
         2.2	Second Amended Joint Disclosure Statement dated September 24, 1997 
(incorporated by reference to Exhibit 2.2 to the registrant's current report on
Form 8-K dated February 5, 1998)

         2.3	Order of United States Bankruptcy Court, Eastern District dated 
October 30, 1997 (incorporated by reference to Exhibit 2.3 to the registrant's
current report on Form 8-K dated February 5, 1998)

         3.1(a)	Certificate of Incorporation (Exhibit 3(a) of Form S-18 
Registration Statement No. 33-7693-NY)

         3.1(b)	Certificate of Incorporation, as amended (Exhibit 3.1(a) to 
the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 
1993, File No. 1-9263)

         3.1(c)	Certificate of Amendment of the Certificate of Incorporation

         3.1(d)	Certificate of Ownership and Merger dated November 20, 1997 
(incorporated by reference to Exhibit 3.1(d) to the registrant's current 
report on Form 8-K dated February 5,	1998)

         3.1(e)	Amendment to Registrant's Certificate of Incorporation dated 
December 29, 1997	(incorporated by reference to Exhibit 3.1(d) to the 
registrant's current report on Form 8-K dated February 5, 1998)

         3.2	By-Laws (Exhibit 3(b) of Form S-18 Registration Statement 
No. 33-7693-NY)

         4.1	Form of Investment Banking Warrants (Exhibit 4.1 to the Company's 
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, File 
No. 33-7693)

         4.2	Form of Private Placement Warrants (Exhibit 4.2 to the Company's 
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, File 
No. 33-7693)

                                         -21-


         4.3	Warrant to Sterling Commercial Capital, Inc. (Exhibit 4.3 to the 
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, 
File No. 33-7693)

         4.7	Form of senior subordinated note (incorporated by reference to 
Exhibit 4.7 to the registrant's current report on Form 8-K dated March 27, 
1996)

         4.8	Form of Warrant (incorporated by reference to Exhibit 4.8 to the 
registrant's current report on Form 8-K dated March 27, 1996)

         4.9 	Form of Debenture (incorporated by reference to Exhibit 4.9 to 
the registrant's current report on Form 8-K dated August 20, 1996)

        4.10 	Form of Warrant (incorporated by reference to Exhibit 4.10 to the 
registrant's current report on Form 8-K dated August 20, 1996)

        4.11	Form of Mortgage note (incorporated by reference to Exhibit 4.11 
to the registrant's current report on Form 8-K dated August 20,1996)

        10.1 Sublease Agreements between Registrant and VTX Associates dated 
December 1, 1985 (Exhibit 10(a) of Form S-18 Registration Statement 
No. 33-7693-NY)

        10.2	Assignment and Assumption Agreement dated June 30, 1986 between 
Registrant and VTX Associates (Exhibit 10(i) of Form S-18 Registration 
Statement No. 33-7693-NY)

        10.3	1989 Non-Qualified Stock Option Plan (Exhibit 10.12 of Annual 
Report on Form 10-K for the year ended June 30, 1990)

        10.4	1991 Stock Option Plan (Exhibit 10.7 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1993, File No. 1-9263)

        10.5	Accounts Receivable Agreement [Security Agreement between Congress 
Financial Corporation and Vertex Electronics, Inc., filed as exhibit 10(a) on 
Form 8-K on December 31, 1992

        10.6	Term Note of Vertex Electronics, Inc. dated December 31, 1992 in 
the principal amount of $1,500,000 in favor of Fleet Bank, filed as exhibit 
10(b) on Form 8-K on December 31, 1992

        10.7	Stock Purchase Agreement dated as of October 17, 1991 between VX 
Capital Partners, L.P. and VTX Electronics Corp., incorporated by reference 
to exhibit 28(a) to the Registrant's Current Report on Form 8-K dated October
18, 1991




                                          -22-


        10.8	Warrant Agreement, dated as of October 17, 1991, between VX Capital
Partners, L.P. and VTX Electronics Corp., incorporated by reference to exhibit 
28(b) to the Registrant's Current Report on Form 8-K dated October 18, 1991

        10.9	Loan Agreement dated as of October 17, 1991 between Vertex 
Electronics, Inc. and VX Capital Partners, L.P., incorporated by reference to 
exhibit 28(c) to the Registrant's Current Report on Form 8-K dated October 18,
1991

        10.10	Guaranty, dated as of October 17, 1991, by VTX Electronics Corp. 
in favor of VX Capital Partners, L.P., incorporated by reference to exhibit 
28(e) to the Registrant's Current Report on Form 8-K dated October 18, 1991

        10.11	Investment Banking Agreement with Chatfield Dean & Co., Inc. dated
March 28, 1994 (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994, File No. 33-7693)

        10.12	Employment Agreement with Donald W. Rowley, dated March 31, 1994 
(Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1994, File No. 33-7693)

        10.13	Loan Agreement dated March 31, 1994 between VTX Electronics Corp.,
Vertex Electronics Inc. and Sterling Commercial Capital, Inc. (Exhibit 10.3 to 
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 
1994, File No. 33-7693)

        10.14	$1,200,000 promissory note, dated March 31, 1994 made by VTX 
Electronics Corp. and Vertex Electronics Inc. in favor of Sterling Commercial 
Capital, Inc. (Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994, File No. 33-7693)
	
        10.15	1994 Directors' Stock Option Plan.

        10.16	Securities Purchase Agreement dated January 10, 1997 between T W 
Cable LLC and the various holders of the Company's Secured Subordinated 
Debentures.

        10.17	Asset Purchase Agreement dated May 7, 1997 between T W Cable LLC 
and Vertex Technologies, Inc.

        21			Subsidiaries -

             			Name	               	   Place of Incorporation
			--------------------------------	  ---------------------------
			Vertex Technologies, Inc.   *    	  New York
			Vertex Electronics UK Ltd.      	   United Kingdom (inactive)

*	As a result of the Plan, Vertex Technologies, Inc. merged into the Company

	
                                     -23-


                     VERTEX COMPUTER CABLE & PRODUCTS, INC.
                        INDEX TO FINANCIAL STATEMENTS
							

       								 		                                            Page    
Report of Independent Certified Public Accountants            	F-2

Consolidated Financial Statements
Balance Sheets as of June 30, 1998 and 1997		                 	F-3

Statements of Operations for the years ended		
	June 30, 1998, 1997 and 1996                    			          	F-4

Statement of Changes in Stockholders' Equity (Deficiency)
	for the years ended June 30, 1998, 1997 and 1996			           F-5

Statements of Cash Flows for the years ended 
	June 30, 1998, 1997 and 1996				                          F-6  -  F-7

Notes to Consolidated Financial Statements        			      F-8  -  F-23


Supplemental Schedule

Schedule II - Valuation and Qualifying Accounts                F-24



                                       F-1



                  						REPORT OF INDEPENDENT CERTIFIED
                      								PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Vertex Computer Cable & Products, Inc.

We have audited the accompanying consolidated balance sheets of Vertex Computer 
Cable & Products, Inc. and Subsidiary as of June 30, 1998 and 1997, and the 
related consolidated statements of operations, stockholders' equity 
(deficiency) and cash flows for each of the three years in the period ended 
June 30, 1998.  These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on these 
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable 
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the consolidated financial position of Vertex Computer 
Cable & Products, Inc. and Subsidiary as of June 30, 1998 and 1997 and the 
consolidated results of their operations and their consolidated cash flows 
for each of the three years in the period ending June 30, 1998, in conformity
with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming 
that the Company will continue as a going concern which assumes realization of 
assets and settlement of liabilities in the normal course of business.  As 
discussed in Note A(1) of the consolidated financial statements, the Company has
incurred significant losses before extraordinary income and its working capital 
and stockholders' equity deficiencies at June 30, 1998, raise substantial doubt 
about the Company's ability to continue as a going concern.  Management's plan 
in regard to these matters are also described in Note A(1).  The consolidated 
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

In connection with our audits of the consolidated financial statements referred
to above, we have also audited Schedule II - Valuation and Qualifying Accounts 
for each of the three years in the period ended June 30, 1998.  In our 
opinion, this schedule presents fairly, in all material respects, the 
information required to be set forth therein.


GRANT THORNTON LLP


Melville, New York
December 17, 1998





                                 						F-2


                     VERTEX COMPUTER CABLE & PRODUCTS, INC.
                          CONSOLIDATED BALANCE SHEETS
                              					June 30,
   
ASSETS			                                 			    1998            1997
                                  						     ------------     -------------
CURRENT ASSETS
Cash			                                      $     38,680     $    194,462
Accounts receivable, net of allowance for
	doubtful accounts of $ 63,000 and $241,000, 
	in 1998 and 1997, respectively	                1,222,400        1,866,423
Inventories, net	                               1,031,322        2,781,650
Prepaid expenses and other current assets	         83,381           98,437
				                                         ------------     ------------
		TOTAL CURRENT ASSETS	                         2,375,783        4,940,972

PROPERTY, PLANT AND EQUIPMENT, net	               473,287          565,279
DEFERRED CHARGES AND OTHER ASSETS     	            40,947          156,613
				                                         ------------     ------------
			                        TOTAL ASSETS	     $  2,890,017     $  5,662,864
				                                         ============     ============
LIABILITIES AND STOCKHOLDERS' EQUITY 
 (DEFICIENCY)

CURRENT LIABILITIES
	Current portion of long-term debt 	         $  1,944,469     $  2,280,433
	Accounts payable and accrued expenses	         1,962,844        1,507,650
  Due to affiliate                                382,504             -   
	Bankruptcy distributions payable	                780,000             -
				                                         ------------     ------------
			TOTAL CURRENT LIABILITIES	                   5,069,817        3,788,083
 
LONG-TERM DEBT, NET OF CURRENT PORTION	            57,119           28,520 

LIABILITIES SUBJECT TO COMPROMISE	                   -           6,191,880
SECURED SUBORDINATED DEBENTURES, net	           2,157,907        2,182,347 

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY)
Redeemable, cumulative, convertible, 
	preferred stock, stated value $100 per 
	share; authorized, 5,000,000 shares; 
		12,375 shares issued and outstanding 
    in 1997, net 	                                   -	          1,110,661
	Common stock, par value $.10 per
		share; authorized, 40,000,000 shares;
		issued and outstanding, 25,304,000 and 
   12,652,000 shares in 1998 and 1997,
   respectively                                 2,530,400        1,265,200
	Paid-in capital	                               9,386,887        9,416,226
	Accumulated deficit	                         (16,312,113)     (18,320,053)
				                                         ------------     ------------
	   TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)    (4,394,826)      (6,527,966)
                                   				      ------------     ------------
	TOTAL LIABILITIES AND STOCKHOLDERS' 
     EQUITY (DEFICIENCY)  	                  $  2,890,017     $  5,662,864
                                   				     =============    =============

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
                          
                                      	F-3

                    	VERTEX COMPUTER CABLE & PRODUCTS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
				 		                       Year ended June 30,
			

                                 				     1998	        1997	        1996
                               							-----------	  ----------   -----------
Net sales					                        $ 7,900,657	 $21,224,328   $29,116,469

Cost of goods sold				                  7,412,316	  16,779,191    23,584,189
                               							-----------	 -----------   -----------
Gross profit				                          488,341	   4,445,137     5,532,280
  
Selling, general and 
administrative expenses	                3,001,154	   8,129,311     9,566,459

Interest expense		                  		    386,558	     988,301     	 932,901

Gain on sale of distribution
	business, net of related expenses 		        -         (65,700)    	    -
	
Loss on sale of corporate headquarters	      -   	     248,500	         -

Other (income) expense			            	    (66,216)      13,269 	       4,626

Chapter 11 Reorganization-related 
expenses	                                 286,872	     489,386  	       -
                                							-----------	  -----------   -----------
Loss before extraordinary items	       (3,120,027)  (5,357,930)   (4,971,706)

Extraordinary items
	
	Gain on discharge of Bankruptcy debt	  5,127,967

	Loss on extinguishment of debt		           -       		(120,000) 	       -	

                              						 	-----------    -----------   -----------
Net income (loss)  	  		                2,007,940   (5,477,930)   (4,971,706)


Dividends on preferred stock		              -           78,242        86,625 
                               							-----------	  -----------   -----------
Net income (loss) attributable to 
  common stockholders				             $ 2,007,940  $(5,556,172)  $(5,058,331)
                               							===========  ============  ============

Basic and diluted income (loss) per
  share attributable to common stock:
	Loss before extraordinary item		     $      (.22) $     (2.14)  $     (2.00)
	Extraordinary item				                       .37         (.05)          -
                              							------------ ------------  ------------

	Net income (loss)	                			$       .15  $     (2.19)  $     (2.00)
                              							============ ============  ============

Weighted average number of shares
	outstanding - basic and diluted       13,914,000	   2,530,400     2,530,400
                               						============ ============  ============


   
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                   							F-4

                        VERTEX COMPUTER CABLE & PRODUCTS, INC.
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                      Years ended June 30, 1998, 1997 and 1996
<TABLE>
<CAPTION>


                                                                                                                            
                                                                                                                            
	                                                                                                      Notes                
                                                                                                       receiv-              
          	                  	Pre-       Preferred              Common	                   Accumu-      able      Deferred   
    			                       ferred     stock      Common      stock   	    Paid-in      lated        from      compensa-  
			                           shares     amount     shares      amount	      capital      deficit      officers  tion       
		                          	 ------     ---------  ----------  ------------ --------	    ------------ --------- -----------
<S>                           <C>        <C>        <C>         <C>          <C>          <C>          <C>       <C>        
Balance at July 1, 1995			                          12,652,000   $1,265,200   $8,591,476  $(7,705,550) $(50,000) $(98,433)  
Net loss  attributable to                                                                                                   
    common stockholders                                                                    (5,058,331)                      
Issuance of preferred stock   12,375     $1,237,500                                                                         
Discount on preferred stock                (185,625)                                                                        
Issuance of detachable                                                                                                      
	warrants, net of related                                                                                                   
	costs of $52,000			                                                							      824,750                                    
Reclassification of                                                                                                         
	officer's note										                                                                                50,000             
Foreign translation adjust-                                                                                                 
	ment											                                                                                                            
Amortization of discount                                                                                                    
	on preferred stock		                        21,655 							                                                                 
Amortization of deferred                                                                                                    
	compensation										                                                                                            98,433   
                             ----------   ----------- ---------- -----------  ----------  -----------  --------  -----------
Balance at June 30, 1996      12,375      1,073,530   12,652,000  1,265,200 	  9,416,226  (12,763,881)      -         -     
Net loss  attributable to                                                                                                   
    common stockholders                                                                    (5,556,172)                      
Foreign translation adjust-                                                                                                 
       ment                                                                                                                 
Amortization of discount                                                                                                    
	on preferred stock		                        37,131 							                                                                 
                             ----------   ----------  ---------- -----------  ----------  -----------  --------  -----------
Balance at June 30, 1997      12,375      1,110,661   12,652,000  1,265,200 	  9,416,226  (18,320,053)      -         -     
Net income attributable to                                                                                                  
    common stockholders                                                                     2,007 ,940                      
Compensation expense related                                                                                                
    to stock options                                                              25,000                                    
Exchange of one share for                                                                                                   
     five shares of common                                                                                                  
     stock per Plan                                  (10,121,600)(1,012,160)   1,012,160                                    
Cancellation of preferred                                                                                                   
     stock and exchange for                                                                                                 
     common stock per Plan   (12,375)    (1,110,661)  22,773,600  2,277,360   (1,166,699)                                   
Debt forgiveness by                                                                                                         
  principal stockholder,                                                                                                    
  net of discount                                                                100,200                                    
                             ----------   ----------- ----------  ----------  ----------  -----------  --------  -----------
Balance at June 30, 1998         -           -        25,304,000 $2,530,400 	 $9,386,887  $(16,312,113) $   -    $    -     
                             ==========   =========== ==========  ==========  ==========  ===========  ========  ===========
                                                                                                                           


</TABLE>



                                                                             
                                                                Total         
                                           Cumulative       stockholders'
                                           translation          equity
                                           adjustment        (deficiency)
                                         ---------------    --------------   
Balance at July 1, 1995                     $(3,552)        $ 1,999,141    
Net loss attributable to                                                      
    common stockholders                                      (5,058,331)    
Issuance of preferred stock                                   1,237,500     
Discount on preferred stock                                    (185,625)      
Issuance of detachable                                                     
  warrants, net of related                                                 
  costs of $52,000                                              824,750     
Reclassification of                                                       
  officer's note                                                 50,000     
Foreign translation adjust-                                               
  ment                                                            1,065     
Amortization of discount                                                   
  on preferred stock                                             21,655     
Amortization of deferred                                                   
  compensation                                                   98,433     
                                         --------------     --------------   
Balance at June 30, 1996                     (2,487)         (1,011,412)    
Net loss attributable to                                                   
  common stockholders                                        (5,556,172)     
Foreign translation adjust-                                                 
  ment                                        2,487               2,487     
Amortization of discount                                                     
  on preferred stock                                             37,131     
                                         --------------     --------------
Balance at June 30, 1997                        -            (6,527,966)     
Net income attributable to                                                  
  common stockholders                                         2,007,940      
Compensation expense related                                                
  to stock options                                               25,000      
Exchange of one share for                                                   
  five shares of common                                                     
  stock per Plan                                                   -         
Cancellation of preferred                                                    
  stock and exchange for                                                    
  common stock per Plan                                            -         
Debt forgiveness by                                                          
  principal stockholder                                                      
  net of discount                                               100,200      
                                         --------------     --------------   
Balance at June 30, 1998                        -           $(4,394,826)
                                         ==============     ==============

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL STATEMENT




                                            F-5


        		                VERTEX COMPUTER CABLE & PRODUCTS, INC.
		 			    	               CONSOLIDATED STATEMENTS OF CASH FLOWS 
  	 			     			                   Year Ended June 30,

<TABLE>
<CAPTION>



                                                   									      1998               1997             1996        
                                                              -----------      -------------     -------------     
<S>                                                           <C>              <C>               <C>              
CASH FLOWS FROM OPERATING ACTIVITIES                                                                           
	Net income (loss)                                            $ 2,007,940      $ (5,477,930)     $ (4,971,706)     
	Adjustments to reconcile net income (loss) to net cash                                                           
       provided by (used in) operating activities                                                                  
 Depreciation and amortization                                    261,721           469,639           532,677      
		Noncash compensation                                               -                 -               98,433       
		Provision for losses on accounts receivable                      15,000           285,000            67,000       
		Provision for slow-moving and obsolete inventories              250,000              -               40,000       
 		Write-off of note receivable from officer                         -               50,000              -          
		Compensation expense related to stock options		                  25,000              -                 -          
		Loss on sale of assets, net		                                    19,616           182,800              -         
	 	Extraordinary gain on discharge of bankruptcy debt          (5,127,967)             -                 -          
		Loss on extinguishment of debt                                     -              120,000              -          
		Changes in operating assets and liabilities                                                                     
			Decrease (increase) in accounts receivable                     629,023         3,583,542          (937,522)     
 			Decrease in inventories                                     1,500,328           250,274           452,248       
			Decrease in prepaid expenses and other                                                                              
			  current assets                                                15,056           582,184            92,770          
			Decrease (increase) in deferred charges and                                                                      
   			  other assets                                              115,666           192,200           (36,998)      
			Increase (decrease) in accounts payable, accrued                                                                 
		         expenses and liabilities subject to compromise         423,212         2,999,712          (527,444)     
                                                 								  	    -----------      ------------     ---------------  
			Net cash provided by (used in) operating activities            134,595         3,237,421        (5,190,542)       
                               									                        -----------      ------------     ---------------    
CASH FLOWS FROM INVESTING ACTIVITIES                                                                               
		Capital expenditures                                            (20,241)         (186,395)	        (114,085)     
		Proceeds from sale of corporate headquarters, net                  -            1,919,080              -         
		Proceeds from sale of property, plant and equipment              10,500              -           	     -           
                                                   									    -----------      ------------     ---------------     
			Net cash provided by (used in) investing activities             (9,741)        1,732,685          (114,085)     
                                                   									    -----------      ------------     ---------------    
CASH FLOWS FROM FINANCING ACTIVITIES                                                                                
		Borrowing under debt and loan agreements                      8,321,921        22,069,308        32,362,919        
		Debt repayments			                                           (8,680,079)      (26,145,801)      (32,302,648)         
		Repayment of debentures                                            -             (750,000)             -            
		Principal payments under capital leases                         (53,050)          (24,797)          (25,367)       
		Loan proceeds from affiliate                                    130,572              -                 -             
 		Proceeds from issuance of debentures, net	                        -                 -            3,073,875        
		Proceeds from issuance of preferred stock, net	                    -                 -            1,051,875        
		Proceeds from issuance of warrants                                 -                 -              824,750         
		Debt issue costs				                                               -                 -             (192,000)         
                                                     								  ------------      ------------     ---------------   
			Net cash provided by (used in) financing activities           (280,636)       (4,851,290)        4,793,404       
                                                    									  ------------      ------------     ---------------     
Effect of exchange rate changes on cash                              -                2,416             1,065        
                                                    									  ------------      ------------     ---------------    
INCREASE (DECREASE) IN CASH                                      (155,782)          121,232          (510,158)      
                                                                                                                    
Cash at beginning of year                                         194,462            73,230           583,388           
                                                   								  	 ------------      ------------     ---------------     
Cash at end of year			                                       	 $   38,680       $   194,462       $    73,230        
                                                    								 	 ============      ============     ===============      
                                                                                                                     

</TABLE>


                                             	F-6

                       						VERTEX COMPUTER CABLE & PRODUCTS, INC.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     Year  Ended June 30,     
                                         (CONTINUED)
	

                              							 	   1998            1997          1996
									                              -----------    -----------   -----------
Supplemental disclosures of cash- 
 flow information:


	Cash paid during the year for
		Interest			                        	$   220,991    $   649,434   $   886,380
								                              	===========    ===========   ===========

	Equipment acquisitions financed
  		by capital leases				             $   103,843    $     -       $     -
									                              ===========    ===========   ============
							




THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 

                                     									F-7		


                        				VERTEX COMPUTER CABLE & PRODUCTS, INC.
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 June 30, 1998, 1997 and 1996

NOTE A - BASIS OF PRESENTATION 

1.   BUSINESS
Vertex Computer Cable & Products, Inc., (the "Company") operates primarily in 
one business segment - assembly and distribution of electronic wire, cable and
related products used primarily for data communication and distribution.  The 
principal market for the Company's products is in the United States.  The 
consolidated financial statements include the accounts  of Vertex Computer 
Cable & Products, Inc. and its wholly owned foreign subsidiary, Vertex UK, Ltd. 
which ceased operation in fiscal 1997.  All significant intercompany 
transactions and balances have been eliminated in consolidation.

   	The Company's consolidated financial statements have been presented on the 
basis that it will continue as a going concern, which contemplates the 
realization of assets and satisfaction of liabilities in the normal course of 
business.  As discussed in A(2) below, on January 12, 1998, after operating as
a debtor-in-possession under Chapter 11 of the federal bankruptcy laws, the 
Company emerged from bankruptcy and recorded an extraordinary gain on the 
discharge of bankruptcy debt of $5,127,967.  The Company had losses before 
extraordinary items of $3,120,027, $5,357,930 and $4,971,706 for the years 
ended June 30, 1998, 1997 and 1996, respectively.  At June 30, 1998, the 
Company has a working capital deficiency and stockholders' deficit of 
$2,694,034 and $4,394,826, respectively.  During fiscal 1998, the Company has 
been able to obtain working capital to support ongoing operations through its 
revolving credit agreement, loans/advances from its Chairman and Chief 
Executive Officer and collateral provided to the revolving credit lenders on 
behalf of the Company by the Company's former (effective December 17, 1998) 
Chairman and Chief Executive Officer.  As described in Note F-1, the 
availability of additional financing as of June 30, 1998 under the Company's 
secured revolving credit agreement is limited and due to continuing losses 
subsequent to June 30, 1998 may not be sufficient to fund on going working 
capital requirements.

The Company's continuing existence as a going concern is dependent on its 
ability to obtain profitable operations, generate sufficient cash flow to 
meet its obligations on a timely basis, comply with the terms and covenants 
of its financing agreement (which is currently in default) and to obtain 
additional financing as may be required.   As described in Notes F and N, the 
Company; (1) on July 28, 1998, refinanced its revolving credit financing 
agreement with a three year long-term agreement with more favorable borrowing 
limits, (2) on October 20, 1998, completed the sale of certain assets relating 
to an underutilized facility to reduce costs, and (3) on December 17, 
1998, completed a business combination which provided additional working 
capital and a new management team with industry and distribution experience.

Currently, new management is exploring opportunities to further reduce operating
costs and to obtain additional sources of working capital.  However, there can 
be no assurances that new management will be successful in further reducing 
operating costs or obtaining additional sources of working capital and that 
the Company will be able to raise such additional financing to fund ongoing 
operating shortfalls or complete other plans.


                                          F-8

NOTE A - BASIS OF PRESENTATION (CONTINUED)

2.  CHAPTER 11 BANKRUPTCY AND PLAN OF REORGANIZATION
On January 10, 1997, the Company filed petitions for relief under Chapter 11 of
the federal bankruptcy laws in the United States Bankruptcy Court for the 
Eastern District of New York.   As a result of the Chapter 11 proceedings on 
such date, the Company petitioned to liquidate or settle liabilities for amounts
other than those reflected in the June 30, 1997 balance sheet and 
operated as a debtor-in-possession through January 12, 1998.

On October 30, 1997, the Company's second amended plan of reorganization and 
disclosure statement (the "Plan") was confirmed by  the United States 
Bankruptcy Courts in Westbury, New York.  The confirmed Plan became effective 
on January 12, 1998 concurrent with the Company's consummation of exit financing
(Note F).

The major aspects of the Plan called for unsecured creditors with claims greater
than $1,000 ("Class 7")  to receive 13.5% of their claim in quarterly 
installments over the then next twelve months and future distributions based 
on cash flow (as defined) over the next five years.  Unsecured creditors with 
claims less than $1,000 ("Class 6") received a distribution of 20% of 
their claim. The initial distribution payments and certain other administrative
claims are guaranteed by TW Cable, LLC ("TW").  Furthermore, pursuant to the 
Plan, the Company's wholly-owned subsidiary, Vertex Technologies, Inc., 
merged into the Company, and the Company changed its name to Vertex Computer 
Cable & Products, Inc. On December 29, 1997, each five shares of the Company's
common stock outstanding were exchanged for one share of the common stock.  As 
a result, holders of the Company's outstanding 12,652,000 common stock shares 
received 2,530,400 post-bankruptcy shares.  Further, the preferred shareholders
who maintained voting control under the provisions of the preferred stock,
exchanged such outstanding preferred stock and forgave accrued dividends. TW 
received 21,508,400 shares of common stock, representing 85% of the post-
bankruptcy outstanding common stock and the other outside investors received
1,265,200 shares of common stock.  As a result, 25.3 million of the Company's 
40 million authorized shares of common stock were issued and outstanding.

The Company's liabilities subject to compromise at June 30, 1997 were recorded 
at the amounts which had been allowed by the Bankruptcy Court rather than the 
amounts which were actually settled under the Plan of Reorganization.  On 
January 12, 1998, the Company recorded an extraordinary gain on the discharge 
of bankruptcy debt of $5,127,967, paid claims aggregating approximately 
$64,000 relating to administrative, interest and other expenses, and recorded a 
liability for bankruptcy distributions due the Class 7 unsecured creditors of 
$780,000, which was originally payable over twelve months.

Subsequent to January 12, 1998, the unsecured creditors agreed to delay the 
initial payment until November 15, 1998 in exchange for a guarantee in the form
of cash escrow payment by the Company's principal stockholder, TW (see Note N).
The Company is currently in default of this payment, and as part of the business
combination agreement signed on December 17, 1998, the Company is negotiating 
the release of the cash collateral to satisfy the first and second payment 
due the unsecured creditors (see Note N).



                                        F-9 
                       VERTEX COMPUTER CABLE & PRODUCTS, INC. 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            June 30, 1998, 1997 and 1996


NOTE B - 	SIGNIFICANT ACCOUNTING POLICIES

1.	INVENTORIES
Inventories, consisting principally of finished goods which are purchased as 
components to be used in the assembly of manufactured goods, are stated at 
the lower of cost (first-in, first-out method) or market. 

2.	PROPERTY, PLANT AND EQUIPMENT 
Property, plant and equipment are stated at cost less accumulated depreciation 
and amortization computed on a straight-line basis over the estimated useful 
lives of the respective assets.  Building improvements are amortized over the 
useful life of the improvement. Expenditures for maintenance, repairs and 
betterments which do not materially extend the useful lives of the assets 
are charged to operations as incurred.  The cost and related accumulated 
depreciation of assets retired or sold are removed from the respective accounts 
and any gain or loss is recognized in operations. 

3.	REVENUE RECOGNITION 
The Company recognizes revenue on the date the product is shipped and title 
passes to the customer. 

4.	INCOME TAXES
Deferred income taxes are recognized for temporary differences between financial
statement and income tax bases of assets and liabilities and loss carryforwards 
for which income tax benefits are expected to be realized in future years.  A 
valuation allowance has been established to reduce the deferred tax assets as 
it is more likely than not that all, or some portion, of such deferred tax 
assets will not be realized.

5.	NET INCOME (LOSS) PER SHARE 
In fiscal 1998, the Company adopted Statement of Financial Accounting Standards 
("SFAS") No. 128, "Earnings Per Share," which requires public companies to 
present basic earnings per share and, if applicable, diluted earnings per share.
In accordance with SFAS No. 128, all comparative periods have been restated, 
if applicable.  Basic earnings per share are based on the weighted average 
number of common shares outstanding without consideration of potential common 
stock equivalents. Diluted earnings per share are based on the weighted average
number of common and potential common shares outstanding.  The calculation takes
into account the shares that may be issued upon exercise of stock options, 
reduced by the shares that may be repurchased with the funds received from the 
exercise, based on the average price during the period.  All potential common 
shares have been excluded from the computation of diluted loss per share as 
their effect would be antidilutive in fiscal 1998, 1997 and 1996.

All per share amounts have been retroactively restated to reflect the one for 
five reverse stock split effectuated on December 29, 1997.



                                            F-10
                           VERTEX COMPUTER CABLE & PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                June 30, 1998, 1997 and 1996

NOTE B - 	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  	6.   	USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted 
accounting principles, management makes estimates and assumptions that affect 
the reported amounts of assets and liabilities and disclosures of contingent 
assets and liabilities at the date of the financial statements, as well as the 
reported amounts of revenues and expenses during the reporting period.  Actual 
results could differ from those estimates. 

   7.  	FINANCIAL INSTRUMENTS
The Company's principal financial instruments consist of accounts receivable, 
accounts payable, long-term debt and subordinated debentures.  As a result of 
the Chapter 11 reorganization, the Company believes that the fair value of its
financial instruments approximates the recorded value. 
   
   8.  	RECLASSIFICATIONS
Certain prior period amounts have been reclassified to conform to the current 
year presentation.
   
  	9.  	NEW PRONOUNCEMENT NOT YET ADOPTED
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, 
"Disclosures about Segments of an Enterprise and Related Information," which 
is effective for the Company's fiscal 1999 year.  The statement redefines how 
operating segments are determined and requires disclosure of certain financial
and descriptive information about a company's operating segments. The Company 
has not completed its evaluation of the effects that SFAS No. 131 will have on 
its financial reporting and disclosures.


NOTE C - INVENTORIES 
Inventory consists primarily of finished goods purchased as parts/components, 
which are used in the assembly of manufactured goods.  The Company regularly 
reviews its inventory for obsolete and slow-moving items, which includes 
reviews of inventory levels of certain product lines and an evaluation of the 
inventory based on changes in technology and markets.  As of June 30, 1998 and 
1997, the reserve for obsolete and slow-moving items was approximately $825,000
and $575,000, respectively.  Inventory consists of the following at:

                                           June 30, 
							                          			 1998  	      		  1997
							                        		------------	 	 -------------
			Raw materials			             	$   72,893      $     80,142
			Work in process					              14,042            46,885
			Finished goods					              944,387   		    2,654,623
           							             		------------		  -------------
			Inventories, net				          $1,031,322		    $  2,781,650
								                         =============	  =============


                                        F-11
 
                           VERTEX COMPUTER CABLE & PRODUCTS, INC. 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               June 30, 1998, 1997 and 1996

NOTE D - PROPERTY, PLANT AND EQUIPMENT, NET
	Property, plant and equipment, net, consist of the following:
             						         Asset lives                      June 30,
						                       (years)		               1998		            1997
						                       ----------	       --------------     	-------------
	Building improvements         2-5	             $    81,707       	$    72,681
	Machinery and equipment	      10	               	1,676,671        	 1,622,002
	Furniture and fixtures		     5-10	 	             1,829,527        	 1,807,132
	Vehicles			                    4	                   26,798	            26,798
                                               --------------       ------------
                                  							         3,614,703	         3,528,613
	Less accumulated depreciation
		and amortization			                            (3,141,416)	       (2,963,334)
                                               --------------       ------------
                                  							       $   473,287	        $  565,279
							                                        ==============	      ============

Depreciation and amortization of property, plant and equipment was $185,961, 
$296,203, and $372,351 for the years ended June 30, 1998, 1997 and 1996, 
respectively.


NOTE E - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
   Accounts payable and accrued expenses consist of the following: 

                                                	        June 30,
	                                               1998	                  1997
								                                   --------------	      --------------
	Accounts payable-trade				                   $1,340,341           $  477,624
	Accrued payroll and commissions	                133,313              179,666
	Other accrued expenses	       		                263,833              423,360
	Accrued professional fees		                     225,357	             427,000
                                           --------------       --------------
							                                       $1,962,844           $1,507,650
                    							                ==============       ==============


NOTE F - LONG-TERM DEBT
  	Long-term debt consists of the following:
                                                             June 30, 
                                                    1998		            1997
							                                        --------------	  --------------
	Revolving asset-based loan (1)	      	          	$1,895,616	     	$2,253,774
	Capitalized lease obligations (2)          	        105,972	          55,179
							                                        --------------		 --------------
                          							                  2,001,588	       2,308,953
	Less current portion of long-term debt     	      1,944,469	       2,280,433
							                                        --------------  	--------------
                         							                $     57,119	   	$     28,520
							                                        ==============	 	==============
                                         F-12

                        VERTEX COMPUTER CABLE & PRODUCTS, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            June 30, 1998, 1997 and 1996

NOTE F - LONG-TERM DEBT (CONTINUED)

1.	On February 10, 1995, the Company entered into an amended and restated 
revolving credit agreement with a lending institution.  Such agreement 
provided for a revolving credit facility with maximum availability of 
$10,000,000 and expiring on December 31, 1997.

As a result of the Company filing for Chapter 11 on January 10, 1997, the 
Company entered into a court-approved DIP financing agreement with such 
lending institution.	Under the terms of the DIP credit facility, the Company 
is required to pay interest at prime plus 2-3/4% and a commitment fee of 1/2% 
per annum on the daily unused portion of the credit.  The agreement also 
provides for termination fees as a result of default or early termination of 
1% of the maximum credit if such termination occurs before December 31, 1997.

On January 12, 1998, the Company entered into a Loan and Security Agreement (the
"Loan Agreement") with it's then current lender.  The Loan Agreement replaced 
the Company's court approved DIP financing and extended the Company's credit 
facility for a 90 day period through April 12, 1998, which was subsequently 
extended through July 28, 1998.  The Loan Agreement provides for maximum 
borrowings of $10,000,000 at an interest rate of prime plus 2-3/4% (11.25% per 
annum at June 30, 1998) with an additional commitment fee of 1/2% per annum on 
the daily average unused portion of the credit.  Under the terms of the 
agreement, borrowings are limited to 75% of eligible accounts receivable 
(constituting those amounts outstanding 90 days or less) and 50% of eligible 
accounts receivable outstanding between 91 and 120 days, and 24% of regular 
inventory and 10% of slow moving inventory.  As part of the Loan Agreement, TW 
provided additional cash collateral of $500,000, for an aggregate amount of 
$850,000, in order for the Company to fund the Plan.  As of June 30, 1998, the
Company had approximately $1,908,000 of availability under the facility, of 
which $1,896,000 was outstanding on that date.  The loan is collateralized by 
substantially all of the assets of the Company not otherwise collateralized.

In connection with its revolving credit facility, the Company is subject to 
restrictive covenants which impose certain limitations with respect to the 
Company's incurrence of indebtedness, capital expenditures, creation or 
recurrence of liens, declaration or payment of dividends or other distributions,
mergers, consolidations and sales or purchases of substantial assets.  In 
general, the Company is not allowed to incur further indebtedness or create 
additional liens on its assets except for unsecured current liabilities 
incurred in  the ordinary course of business or liabilities incurred in the 
ordinary course of business secured by purchase money security interest not to 
exceed an aggregate of $750,000.  The Company is not allowed to make loans or 
investments or provide guarantees or to prepay indebtedness.  The Company is 
prohibited from paying dividends on common stock and may not enter into a 
merger, consolidation or sale of all or substantially all of its assets. 
Additionally, the Company is required to maintain consolidated net worth as 
amended, to include subordinated debentures, of not less than $750,000 and to 
maintain consolidated working capital, defined as current assets less current 
liabilities and debt outstanding under the credit facility, of not less than a
negative $1.5 million.  As of June 30, 1998, the Company is in default of the 
above covenants.  The creditor continued to lend under the agreement.

                                             F-13


                           VERTEX COMPUTER CABLE & PRODUCTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                June 30, 1998, 1997 and 1996

NOTE F - LONG-TERM DEBT (CONTINUED)

On July 28, 1998 the Company refinanced the revolving credit financing agreement
with a financial institution.  The new agreement provides for a maximum 
borrowing of $3,000,000 through July 31, 2000. Borrowings, at the lenders' 
discretion, are limited to 85% of eligible accounts receivable (constituting 
receivables outstanding 90 days or less), 50% of eligible accounts receivable 
outstanding between 91 and 120 days, 40% of eligible inventories and the lesser 
of $700,000 or 10% of slow moving inventory, as defined.  Under the terms of the
refinancing,  the Company is required to pay interest at prime plus 2 1/2% but 
not less than $15,000 per month in minimum charges and an initial commitment fee
of 1.25% and 1% per annum for the second year.  The interest rate 
shall increase or decrease by one quarter of one percent (1/4 of 1%) per 
annum for each increase or decrease, respectfully of one-quarter of one percent
in the prime rate, however that no decrease shall decrease the rate to less than
the prime rate plus 2.50% and the minimum prime rate will be 6%.  Borrowing 
under the agreement is all collateralized by all assets of the Company.   The 
Company is required to maintain tangible net worth (deficiency) of not more 
than $(750,000) and a Working Capital (deficiency) of not more than $(500,000),
as defined.  Subsequent to the refinancing, the Company is in violation of such
covenants.  The Company is currently seeking to renegotiate the affected 
covenants with the lender, however no assurance can be given as to whether the 
Company will be able to successfully amend the covenants or receive a waiver 
from the creditor.

2.	The Company leases its telephone system and certain warehouse equipment which
is accounted for as  capital leases.  The obligation for the telephone system 
required the Company to make monthly payments of $1,963 through December 1997.

   The obligation for the warehouse equipment requires the Company to make 
monthly payments of $1,240 through May 2000.

The following is a summary of the aggregate annual maturities of long-term debt:
	
                          				June 30,   		  Total  
                          				--------			-------------
                            				1999			    1,944,469   
                          		  		2000			       51,261
                          				  2001			        5,858  
                              --------   -------------
                          				 Total		    $2,001,588  
                              ========   =============






                                         F-14 


                       VERTEX COMPUTER CABLE & PRODUCTS, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           June 30, 1998, 1997 and 1996


NOTE G - SECURED SUBORDINATED DEBENTURES, PREFERRED STOCK AND WARRANTS
	         ISSUED 

Under a Capitalization Agreement (the "Agreement") signed on December 1, 1995, 
the Company received $2,475,000 from an unaffiliated investor group ("new 
investors") in exchange for Secured Subordinated Debentures (the "debentures")
with a principal amount of $1,237,500, 12,375 shares of Senior Redeemable 
Cumulative Convertible Preferred Stock ("preferred stock") with a stated value 
of $100 per share and warrants to purchase 19,800,000 shares of common stock 
(see Note H(2)). The debentures were originally due on June 19, 2001 and 
accrue interest at an annual rate of 2% over the published prime rate of 
interest, payable quarterly over the life of the bonds.  Such bonds were 
secured by all of the assets of the Company, however, subordinate to the 
secured debt under the revolving asset-based loan and certain mortgage loans 
of the Company, which were subsequently paid in full.

The preferred stock was stated to be redeemable on December 1, 2000 for 
$1,237,500 in cash or common stock, based upon the lower of 70% of the fair 
market value of the underlying common stock on such date or $.25 per common 
share, at the option of the Company.  The preferred stockholders were entitled 
to receive dividends quarterly at an annual fixed rate of 12%, the effect of 
which is cumulative to the extent the Company does not make such quarterly 
payment on the prescribed basis.  On or after June 1, 1996 and through December
1, 2000, each preferred share could have been converted into common stock of 
the Company at a conversion rate of $.25 per share (400 common shares for each 
preferred share converted).  Each share of preferred stock originally contained
1,500 votes of voting rights on all matters being voted on by the shareholders 
of the Company other than the election of directors.  Additionally, the holders
of the preferred stock, voting as a class, shall in each year elect seventy-five
percent of the members of the Board of Directors of the Company (see Note A(2)).

The warrants to purchase common stock of the Company issued under the Agreement 
to the new investors were exercisable at $.125 per common share and had a term 
commencing June 1, 1996 and expiring December 1, 2000 for 4,950,000 of the 
warrants and an additional term commencing April 1, 1999 and expiring March 31,
2009 for the remaining 14,850,000 warrants (see Note H(2)).  In connection with
these issuance, the Company recorded a discount on the bonds payable of $185,625
and a discount on preferred stock of $185,625, representing the estimated 
relative fair market value of the warrants on the date of such issuance as 
determined by the Company, which will be recognized as interest expense and 
preferred stock dividends, respectively, on a straight-line basis over the 
60-month term of the Agreement.  Expenses of approximately $104,000 relating 
to various legal, accounting, consulting and other fees were incurred in 
connection with the Agreement, $52,000 of which has been attributed to the 
issuance of the debentures, which had been recorded as a deferred charge and 
was amortized over the 60-month term on a straight-line basis, and $52,000 of 
which has been attributed to the issuance of the preferred stock/warrants, 
which had been recorded as a direct reduction to the equity received by the 
Company. 





                                           F-15 
 
                           VERTEX COMPUTER CABLE & PRODUCTS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 June 30, 1998, 1997 and 1996

NOTE G - SECURED SUBORDINATED DEBENTURES, PREFERRED STOCK AND WARRANTS
	         ISSUED (CONTINUED)

On March 21, 1996 and June 19, 1996, the Company received an additional 
$1,237,500 and $1,290,000, respectively, from the new investors and certain 
additional individual and institutional investors, in exchange for additional 
Secured Subordinated Debentures for a principal amount of $1,237,500 and 
$1,290,000 and warrants to purchase 24,750,000 and 25,800,000 shares of common 
stock of the Company, respectively (see Note H(2)).  The debentures were 
substantially identical and pari passu with the debentures issued on December 
1, 1995.  Accordingly, such debentures were originally due on June 19, 2001 
and accrue interest at an annual rate of 2% over the published prime rate of 
interest, payable quarterly over the life of the debentures.  Such debentures 
were secured by all of the assets of the Company, however, subordinate to the 
secured debt under the revolving asset-based loan and certain mortgage loans 
subsequently paid by the Company in full.  The warrants to purchase 50,550,000
shares of common stock of the Company were exercisable at $.125 per common 
share and had a term commencing April 1, 1999 and expiring on March 31, 2009 
(see Note H(2)).   In  addition, the exercise price for the 19,800,000 
warrants issued in connection with the December 1, 1995 agreement was 
reduced from $.25 to $.125 per share in connection with the March financing.  
The exercise of these warrants was contingent upon the authorization, by the 
shareholders, of additional authorized common stock. In connection with this 
issuance, the Company recorded a discount on the secured subordinated 
debentures of $247,500 and $258,000 in March and June 1996, respectively, 
which represents the estimated fair market value of the warrants on the date 
of such issuance as determined by the Company, which was recognized as 
interest expense on a straight-line basis over the 60-month term of the 
agreement to the date of filing for bankruptcy and again after emerging for 
the bankruptcy.  Expenses of approximately $25,000 and $115,000 in March and 
June 1996, respectively, relating to various legal, accounting and other fees 
incurred in connection with the financings have been recorded as deferred 
charges and are being amortized over the 60-month term on a straight-line basis.

On December 20, 1996, the Company paid pro-rata to all secured subordinated 
debenture holders, the sum of $750,000 with the proceeds received from the 
closing of the sale of the Farmingdale, New York facility, as required.  In 
addition, the Company recorded a loss on extinguishment of debt of 
approximately $120,000.  This loss resulted from the accelerated write-off of 
the bond discount in conjunction with the satisfaction of the first and second 
mortgages. 

On January 12, 1998, pursuant to the Plan (see Note A(2)) the terms of all 
outstanding subordinated debentures were modified to an interest rate of 8% 
per annum, payable semi-annually with the principal due on January 12, 2005.  
The subordinated debentures remain secured by all of the Company's assets 
subordinated to all current and future institutional loan facilities.  In 
addition, payments on account of the subordinated debentures shall be 
subordinated to future cash distributions based on cash flows to the 
unsecured (Class 7) creditors under the Plan. TW forgave $115,000, exclusive 
of the related debt discount of $14,800, of the $2,423,000 in principal face 
amount of debentures held.  The forgiveness was accounted for as a capital 
contribution with an adjustment to paid-in-capital.




                                        F-16
 
                       VERTEX COMPUTER CABLE & PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           June 30, 1998, 1997 and 1996

NOTE G - SECURED SUBORDINATED DEBENTURES, PREFERRED STOCK AND WARRANTS
	         ISSUED (CONTINUED)

Further, pursuant with the Plan the Company's outstanding preferred stock was 
canceled and exchanged for common stock.  The Company reclassified the 
preferred stock of approximately $1.1 million , which included an unamortized 
discount of $126,839 to common stock with a charge to paid-in-capital to 
reflect the par value of the common stock.  Pursuant to the business combination
(see Note N) TW forgave approximately $2.3 million in principal face amount of 
debentures.



NOTE H - OTHER EQUITY TRANSACTIONS 

1.  	During the period from June 1989 to February 1996, the Company issued stock
options and warrants to key employees, directors and outside consultants under 
various stock option plans.  In accordance with the Company's plan of 
reorganization, all of the outstanding stock options and warrants and related 
stock option plans in existence were canceled on January 12, 1998, the 
effective date of the Plan. The Company issued stock options in fiscal 1998 for 
consulting services rendered by a former diretor.

The following is a summary of stock option activity:
                                            			   					    Range of
					                                Shares             Exercise Price
		                          	   		-------------      ------------------

	Balance at July 1, 1995		           2,168,750	         $.10 -  $1.25

	Issued	                          		 1,605,000	         $.25  -  $.35

	Canceled		 	                          (93,750)	                 $.25
				                             	-------------

	Balance at June 30, 1996           	 3,680,000	        $.10  - $1.25
 
	Canceled / expired	                 (1,515,000)        $.25  - $1.25
			                             		--------------

	Balance at June 30, 1997           	 2,165,000	        $.10  - $1.25

	Canceled 		                         (2,165,000)	       $.10  - $1.25

	Issued			                              100,000	                 $.05
			                              	--------------
	Balance at June 30, 1998	              100,000	                 $.05
				                             	==============
           




                                            F-17

	                       		VERTEX COMPUTER CABLE & PRODUCTS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                              June 30, 1998, 1997 and 1996


NOTE H - OTHER EQUITY TRANSACTIONS (CONTINUED)

Effective in fiscal 1997, the Company adopted Statement of Financial Accounting 
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123").  SFAS
123 allows for a choice of the method of accounting used for stock-based 
compensation.  Entities may elect the "intrinsic value" method based on APB 
Opinion No. 25, "Accounting for Stock Issued to Employees," or the new "fair 
value" method contained in SFAS 123.  The Company has elected to continue to 
account for stock-based compensation under the guidelines of APB Opinion No. 
25.  Accordingly, no compensation expense has been recognized concerning stock
options and warrants granted to key employees and to members of the 
Board of Directors in their capacity as Directors.

If the Company had elected to recognize compensation expense based upon the fair
value at the grant date for options granted under these plans to key employees 
and to members of the Board of Directors, consistent with the methodology 
prescribed by SFAS 123, the Company's pro forma net (loss) would have been 
$5,580,172 and $5,070,331 in fiscal 1997 and fiscal 1996, respectively, and 
the pro forma net (loss) per common share would be unchanged for both periods.

The weighted average fair value of options issued in fiscal 1998 and 1996 ($.25 
and  $.22) was estimated at the date of grant using the Black-Scholes option-
pricing model with the following weighted-average assumptions for the options 
issued in fiscal 1998: expected volatility of 150%; risk-free interest rate of 
5.5%; and expected option life of 2 years.  The weighted-average assumptions 
for the options issued in fiscal 1996 was as follows: expected volatility 
ranging from 135% to 145%; risk-free interest rates ranging from 5.38% to 5.80%;
and expected option life of 3 years.  The Company issued no stock options or 
warrants in fiscal 1997 and all options issued in fiscal 1996 were to either 
key employees or directors.

2.  	In connection with various debt financings which occurred from 1995
through 1996 (see Note G), the Company issued 71,868,750 common stock
purchase warrants at an exercise price of $.125, of which 71,850,000
are outstanding at June 30, 1997.   In accordance with  the Company's
filed second amended plan of reorganization and disclosure statement,  all the 
aforementioned warrants were canceled on the effective date of January 12, 1998.





                                 								F-18

	                       VERTEX COMPUTER CABLE & PRODUCTS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           June 30, 1998, 1997 and 1996

NOTE I - INCOME TAXES

As a result of the Company's fiscal 1998, 1997 and 1996 losses and inability to 
realize tax benefits, the Company recorded no tax benefit for the years ended 
June 30, 1998, 1997 and 1996.
	
Reconciliation between actual income tax benefit and the amount computed by 
applying the statutory federal income tax rate to the pre-tax loss is as 
follows:
   	
			                   					      1998	               1997             1996 
						                    	---------------     ---------------   ---------------
	Tax expense (benefit) 
 at statutory federal
		income tax rates		     	$     692,000          $(1,862,000)     $(1,690,400)
	Permanent difference 
   attributable to 
   cancellation of debt 
   income		                  (1,743,500)
	Respective years' net 
   operating		loss not 
   currently utilizable		     1,051,500            1,862,000        1,690,000
					                   			---------------     ----------------   -------------
					                  			$       -    	         $     -         	$      -   
								                   ===============     ================   =============

The tax effects of temporary differences and loss carryforwards giving rise to
deferred tax (assets) and liabilities are as follows:

                                                       June 30,    
                                              1998                1997
						                                  ---------------     ---------------
	Net operating loss carryforwards          $(4,681,000)      $(6,003,000)
	Other deferred assets
		Allowance for bad debts	                  	  (27,000)         (127,000)
		Inventory reserves		                       	(314,000)         (219,000)
		Inventory capitalization	            	       (12,000)          (18,000)
		Other deferred assets	                    	  (18,000)          (85,000)
						                                  ---------------     ---------------
	Gross deferred tax (asset)	                (5,052,000)       (6,452,000)
	Depreciation (deferred liability)              94,000            78,000
	Other deferred costs			                        92,000           178,000
						                                  ---------------    ----------------
	Net deferred tax (asset)	                  (4,866,000)       (6,199,000)
	Deferred tax asset valuation allowance      4,866,000         6,199,000
            				                        ---------------    ----------------
	Net deferred tax asset		               $        -          $     -   
						                                  ===============    ================



                                          F-19
 
                          VERTEX COMPUTER CABLE & PRODUCTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               June 30, 1998, 1997 and 1996


NOTE I - INCOME TAXES (CONTINUED)

The Company anticipates that for the foreseeable future it will continue to be 
required to provide a 100% valuation allowance for the tax benefit of its net 
operating loss carryforwards and temporary differences.

At June 30, 1997, the Company had a net operating loss carryforward for tax 
purposes of approximately $15,798,000.  Such net operating losses expire 
through fiscal year 2012.  The Company's use of this net operating loss 
carryforward was limited as the Company was deemed to have undergone an 
"ownership change", as defined in Internal Revenue Code Sec. 382, during the 
fiscal year's ended June 30, 1992 and June 30, 1994.  Based upon the Company's
estimates of fair value, approximately $1,750,000 of the Company's total net 
operating loss of the $15,798,000 was limited pursuant to Internal Revenue Code 
Sec. 382, to approximately $715,000 annually.

On January 12, 1998, the Company entered into a loan and security agreement with
its then current lender (Note F) which effectuated its Plan of reorganization.  
As part of the Plan, the Company obtained relief in fiscal 1998 of various 
unsecured debt of approximately $5,127,967 and an additional 
$1,850,000 of deemed cancellation of debt, for tax purposes only, attributable 
to TW's purchase of debentures at a discount (see Note A(2)).

The provisions of Section 108 of the Internal Revenue Code require net operating
losses to be reduced by the amount of debt forgiven.  The losses reduced first 
are the current year's operating loss followed by the reduction of the prior 
year's net operating loss carryforwards on  a first in, first out basis.  As a 
result of this reduction, the net operating loss carryforwards from June 1992 
and June 1994 were eliminated and are no longer subject to the limitations 
under Internal Revenue Code Section 382.

As of June 30, 1998, the Company's net operating loss carryforward is 
approximately $12,317,000.  The Company's future use of this net operating 
loss may be limited on an annual basis as the Company may be deemed to have 
undergone an ownership change, pursuant to Internal Revenue Code Section 382, 
as a result of the business combination consummated  subsequent to year end 
(see Note N).


NOTE J - COMMITMENTS AND CONTINGENCIES
 
 1.	CONSULTING AGREEMENT
On January 10, 1997, the Company entered into a consulting agreement with the 
Company's prior Chairman of the Board of Directors and current Director to 
function as a consultant to Company's new President and Chairman of the Board 
of Directors.  The term of this agreement extended through November 28, 1997 
and provided for monthly consulting fees of $9,000.  The consulting agreement 
had an option to extend the term upon the same terms and conditions for an 
additional period of six (6) months provided it delivers notice to the 
individual at least thirty days prior to expiration.  The Company did not
exercise its option to extend this consulting agreement.  During fiscal years 
ended June 30, 1998 and 1997 the Company paid to this consultant 
approximately $45,000 and $108,000, respectively.

                                        F-20

                         VERTEX COMPUTER CABLE & PRODUCTS, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                            June 30, 1998, 1997 and 1996

NOTE J - COMMITMENTS AND CONTINGENCIES (CONTINUED)


2.	LEASES
The Company's minimum annual lease commitments under noncancellable operating 
leases for premises at June 30, 1998 are as follows:

                   			 				        Total    
			                     		      -----------	
                    						1999	   $289,965
                    						2000	    198,064
                    						2001	    206,614 	
                    						2002	    204,352	
                    						2003	     92,105     	
                     							     ----------- 
                     						       $991,100  
                                 =========== 

Rent expense, including related real estate taxes and other operating charges, 
was approximately $364,000, $697,000 and $620,000 for the years ended June 30, 
1998, 1997 and 1996, respectively.


NOTE K - MAJOR CUSTOMER AND VENDORS

During fiscal 1998, one customer, a company formerly owned by the owner of TW 
("Former Affiliate"), accounted for approximately 12.5% of the net 
sales of the Company.  During fiscal 1996, one customer accounted for 11.4%, of 
the net sales of the Company.  For the fiscal year ended June 30, 1998, two  
vendors accounted for 27.2 and 11.8% of the Company's purchases.  For the 
fiscal year ended June 30, 1997, six vendors accounted for 28.6%, 13.0%, 10.5%, 
10.3%, 10.2%, and 10.1% of the Company's purchases.  For the year ended June 30,
1996, no vendor accounted for more than 10.0% of the Company's purchases.    
Although the Company believes that it may be able to obtain competitive 
products of comparable quality from other suppliers, the loss of certain 
suppliers could have an adverse impact on operations.


NOTE L  - EMPLOYEE PENSION PLAN

The Company participates in a multi-employer, union-sponsored pension plan 
covering all union employees pursuant to a negotiated labor contract. Pension 
expense for the defined contribution plan for the years ended June 30, 1998, 
1997 and 1996 was $25,000, $41,000 and $48,000, respectively.  In the 
event of the Company's withdrawal from the multi-employer, union-sponsored 
plan, the Company could be liable for a portion of the plan's underfunding, 
if any.





                                          F-21

                      VERTEX COMPUTER CABLE & PRODUCTS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           June 30, 1998, 1997 and 1996


NOTE M - RELATED PARTY TRANSACTIONS

On January 10, 1997, TW, whose owner is a director of the Company and was 
Chairman and Chief Executive Officer from May 29, 1997 through December 17, 
1998, concluded a transaction with the holders of the Company's preferred stock
and subordinated debentures pursuant to the terms of a certain Securities 
Purchase Agreement (the "Securities Purchase Agreement").  As a result of that 
transaction, TW acquired all of the issued and outstanding preferred stock 
(12,375 shares) and $2,615,000 principal face amount of debentures, together 
with warrants to purchase 53,530,000 shares of common stock (see Note G)  .  

On May 7, 1997, the Company entered into an agreement (the "Asset Purchase 
Agreement") that was subject to Bankruptcy Court approval,  with TW, pursuant 
to which TW would acquire the Company's distribution business products lines 
and all of its assets used in connection therewith for $500,000.  In addition, 
the Asset Purchase Agreement entitled TW to purchase approximately $1,500,000 of
the Company's distribution inventory for an amount equal to 82.5% of the book 
value over the next twelve months.  Pursuant to the Asset Purchase Agreement, 
TW agreed to assume certain leases of the Company.  On June 26, 1997, the 
closing of the Asset Purchase Agreement took place.  TW assumed three (3) 
locations, including all employees of these locations.  

On the closing date all rights under the Asset Purchase Agreement were assigned 
to the Former Affiliate, in settlement of advances to TW.  At June 30, 1998, the
Company has an amount owed from the Former Affiliate of approximately $301,000 
for purchase of material and a liability to the Former Affiliate of 
approximately $460,000 for material purchases and other expenses charged, which
amounts are included in accounts receivable and accounts payable, respectively. 
As of June 30, 1997, the Company was owed approximately $86,000 from the Former 
Affiliate for their purchase of material and had a liability to the Former 
Affiliate of approximately $520,000, which includes approximately $337,000 for 
material purchases and approximately $183,000 for administrative expenses, which
is included in accounts payable and accrued expenses.

In 1997, the Company entered into a sublease agreement with the Former Affiliate
for the Farmingdale, NY facility.   The sublease is for a term of two years and 
the Company pays monthly rent to the Former Affiliate of approximately $8,500.  
During fiscal 1998 and 1997, the Company was charged $102,000 and $34,000, 
respectively in rent by the Former Affiliate.

On January 12, 1998, pursuant to an Exchange Offer, between TW and holders of 
another $400,000 debentures, TW purchased $307,367 in principal face amount of
debentures for cash and for common stock of the Company held.

During fiscal 1998, TW or its shareholder loaned the Company, with no interest, 
approximately $130,000.  In addition, the shareholder assumed certain advances 
made by the Former Affiliate for administrative expenses paid on behalf of the 
Company during fiscal 1998 and 1997.  In connection with the business 
combination subsequent on December 17, 1998 approximately $280,000 of such 
amounts were forgiven.

                                        F-22
 
                       VERTEX COMPUTER CABLE & PRODUCTS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           June 30, 1998, 1997 and 1996


NOTE N  - SUBSEQUENT EVENTS

On October 20, 1998, the Company entered into a Purchase and Sale of Assets 
agreement the ("Sale Agreement") whereby the Company sold certain assets, 
principally inventory and fixed assets, of its Maryland facility to an 
unrelated party for $200,000.  In connection to the Sale Agreement, the Company 
agreed to sublease the aforementioned facility to the purchaser under the terms 
of the Company's lease, subject to cancellation with thirty days notice to the 
Company.  Upon notice of cancellation, the purchaser shall bear fifty percent 
(50%) of the net loss, if any, resulting from the vacancy of the building.  
Further, in connection with the Sale Agreement, the Company agreed to 1) 
grant the purchaser the use of the "Vertex" name through April 30, 1999 and 2)
grant non-compete arrangements, as defined.

On December 17, 1998, the Company entered into an agreement with DataWorld 
Solutions, Inc., its principal shareholders, Daniel McPhee and Christopher 
Francis, TW Cable, LLC. and  Edward Goodstein, the Company's then chairman 
and principal shareholder.   Pursuant to the agreement, (i) Vertex acquired 
all the outstanding shares of Dataworld in exchange for the issuance of 
1,500,000 shares of the Company's common stock (ii)  TW forgave approximately 
$2,300,000 of secured subordinated debt and all accrued interest relating 
thereto, (iii) TW forgave $280,000 of the indebtedness, contributed 
$400,000 cash and arranged for approximately $400,000 of TW funds held in 
escrow for the benefit of Vertex's creditors to be released to such creditors 
as payment on behalf of Vertex in exchange for 6,000 shares of the Company's 
newly issued $6 Senior Cumulative Convertible Preferred Stock having a stated 
value of $100 per share, and (iv) Messrs. McPhee and Francis purchased 
17,000,000 shares of the Company's  common stock from TW for $200,000.  As a
result of the above, Messrs. McPhee and Francis collectively own approximately
69% of the Company's common stock and effective December 18, 1998  Messrs. 
McPhee and Francis became the Company's Chief Executive Officer and  Chief 
Operating Officer, respectively.








                                       F-23

                      VERTEX COMPUTER CABLE & PRODUCTS, INC.
                   SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

        
						                                  Additions
						                      Balance,	   charged to	                Balance,
						                      beginning	  costs and	                  end of
				Description		            of year	    expenses     Deductions     year  
-------------------------  ------------ -----------  ------------	 ---------  
Year ended June 30, 1998:
	Allowance for doubtful 
   accounts                  $241,000    $  15,000    $193,000(A)  $  63,000

	Allowance for slow-moving
		and obsolete inventories   $575,000   	$ 250,000                  $825,000

Year ended June 30, 1997:
	Allowance for doubtful 
  accounts                   $221,000    $ 285,000    $265,000(A)   $241,000

	Allowance for slow-moving
		and obsolete inventories   $575,000	                	             $575,000


Year ended June 30, 1996:
	Allowance for doubtful 
   accounts                  $154,000     $ 67,000	                 $221,000

	Allowance for slow-moving
		and obsolete inventories   $535,000	    $ 40,000	                 $575,000



(A)  Net write-offs of uncollectible amounts.
					






                                        F-24
  
                                     SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 17th day of February 1999.

		VERTEX COMPUTER CABLE & PRODUCTS, INC.
		By:	/s/   Daniel McPhee
				---------------------------
   				Daniel McPhee,
			    Chief Executive Officer


		By:	/s/   Nicholas T. Hutzel
				---------------------------
  				Nicholas T. Hutzel,
		  		Vice President & Controller































Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on February 16, 1999 by the following persons in the 
capacities indicated:


/s/ Daniel McPhee                  Chief Executive Officer                 
--------------------------         
Daniel McPhee


/s/ Edward Goodstein                Director
---------------------------
Edward Goodstein


/s/ Albert Roth                     Director
---------------------------
Albert Roth


/s/ Nicholas T. Hutzel              Vice President & Controller
---------------------------
Nicholas T. Hutzel