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<SEC-DOCUMENT>0001144204-10-043008.txt : 20100812
<SEC-HEADER>0001144204-10-043008.hdr.sgml : 20100812
<ACCEPTANCE-DATETIME>20100812080019
ACCESSION NUMBER:		0001144204-10-043008
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20100812
FILED AS OF DATE:		20100812
DATE AS OF CHANGE:		20100812

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MER TELEMANAGEMENT SOLUTIONS LTD
		CENTRAL INDEX KEY:			0001025561
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE & TELEGRAPH APPARATUS [3661]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-28950
		FILM NUMBER:		101009471

	BUSINESS ADDRESS:	
		STREET 1:		22 ZARHIN STREET
		CITY:			RA'ANANA
		STATE:			L3
		ZIP:			43662
		BUSINESS PHONE:		972 9 7621 733

	MAIL ADDRESS:	
		STREET 1:		22 ZARHIN STREET
		CITY:			RA'ANANA
		STATE:			L3
		ZIP:			43662
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>v193479_6k.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM 6-K

       REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                          For the month of August 2010

                        MER TELEMANAGEMENT SOLUTIONS LTD.
                              (Name of Registrant)

                   14 Hatidhar Street, Ra'anana 43665, Israel
                     (Address of Principal Executive Office)

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

                        Form 20-F  |X|   Form 40-F |_|

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

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

      Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                               Yes |_|   No |X|

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

This Form 6-K is being incorporated by reference into the Registrant's Form F-3
Registration Statement File No. 333-128225 and Form S-8 Registration Statements
File Nos. 333-12014 and 333-123321.

<PAGE>

                        MER Telemanagement Solutions Ltd.

6-K Item

             1. MTS Announces Second Quarter 2010 Financial Results

<PAGE>

                                    SIGNATURE

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


                                           MER TELEMANAGEMENT SOLUTIONS LTD.
                                                (Registrant)


                                           By:
                                               --------------------------------
                                               Eytan Bar
                                               Chief Executive Officer


Date: August 12, 2010
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v193479_ex99-1.txt
<TEXT>
                                   [MTS LOGO]

               MTS Announces Second Quarter 2010 Financial Results
               ---------------------------------------------------

Ra'anana,  Israel  -August 12, 2010 - MTS - Mer  Telemanagement  Solutions  Ltd.
(Nasdaq  Capital Market:  MTSL), a global  provider of business  support systems
(BSS) for comprehensive telecommunication management, telecommunications expense
management (TEM) solutions and customer care & billing (CC&B)  solutions,  today
announced its financial results for the second quarter of 2010.

Revenues for the second  quarter of 2010 were $3.1  million,  compared with $2.9
million in  revenues  during the same  quarter  last year and  revenues  of $2.9
million in the first quarter of 2010. The Company's operating profit was $42,000
in the second  quarter of 2010 compared to an operating loss of $394,000 for the
second  quarter of 2009.  Net income for the second quarter was $47,000 or $0.01
per diluted  share,  compared with a net loss of $414,000 or $(0.09) per diluted
share in the second  quarter of 2009.  Revenues  for the six month  period ended
June 30, 2010 were $5.7 million,  compared with $4.8 million for the  comparable
period in 2009. Net income for the six months ended June 30, 2009 was $45,000 or
$0.01 per  diluted  share,  compared  with a net loss of $678,000 or ($0.15) per
diluted  share in the  comparable  period in 2009.  All numbers  relating to our
ordinary shares and earnings per share have been adjusted to reflect the reverse
stock split that became effective on March 2, 2010.


"Our second  quarter  results  were in line with our  expectations  for improved
operating   results.   They  reflect  the  focus  we  placed  on  improving  our
implementation processes while closely monitoring our overall costs," said Eytan
Bar, CEO of MTS.

"The Company continues to see market  opportunities as we leverage our solutions
and our  strategy  to grow  our  Telecom  Expense  Management  business  through
partners.  In addition,  the  Company's  MVNE  activity  has grown.  Our billing
software is being  provided to Mobile  Virtual  Network  Operator's  (MVNO) as a
licensed  software  offering  internationally,  and as a managed  service in the
U.S." concluded Mr. Bar.

About MTS

Mer  Telemanagement  Solutions Ltd. (MTS) is a worldwide  provider of innovative
solutions for comprehensive  telecommunications expense management (TEM) used by
enterprises,  and for business  support  systems (BSS) used by  information  and
telecommunication service providers.

Since 1984, MTS Telecommunications'  expense management solutions have been used
by   thousands  of   enterprises   and   organizations   to  ensure  that  their
telecommunication services are acquired, provisioned, and invoiced correctly. In
addition, the MTS's Application Suite has provided customers with a unified view
of telecommunication usage, proactive budget control,  personal call management,
employee cost awareness and more.

<PAGE>

AnchorPoint TEM solutions  enable  enterprises to gain visibility and control of
strategic  assets that drive key  business  processes  and  crucial  competitive
advantage. The AnchorPoint's software, consulting and managed services solutions
- --  including  integrated  Invoice,  Asset,  and Usage  Management  and Business
Analytics tools -- provide professionals at every level of the organization with
rapid access to concise, actionable data.

MTS's solutions for Information and Telecommunication Service Providers are used
worldwide by wireless and wireline service  providers for interconnect  billing,
partner revenue  management and for charging and invoicing their customers.  MTS
has  pre-configured  solutions to support emerging carriers of focused solutions
(e.g. IPTV, VoIP, WiMAX,  MVNO) to rapidly install a full-featured and scaleable
solution.

Headquartered  in  Israel,  MTS  markets  its  solutions  through  wholly  owned
subsidiaries  in the United  States,  Hong Kong and The  Netherlands  as well as
through OEM  partnerships  with Siemens,  Phillips,  NEC and other vendors.  MTS
shares  are  traded  on the  NASDAQ  Capital  Market  (symbol  MTSL).  For  more
information please visit the MTS web site: www.mtsint.com.

Certain matters  discussed in this news release are  forward-looking  statements
that involve a number of risks and uncertainties  including, but not limited to,
risks in product development plans and schedules,  rapid  technological  change,
changes and delays in product approval and introduction,  customer acceptance of
new products, the impact of competitive products and pricing, market acceptance,
the lengthy sales cycle,  proprietary rights of the Company and its competitors,
risk of  operations  in  Israel,  government  regulations,  dependence  on third
parties to  manufacture  products,  general  economic  conditions and other risk
factors detailed in the Company's  filings with the United States Securities and
Exchange Commission.

Contacts:
Company:

Alon Mualem
CFO
Tel: +972-9-7777-540
Email: Alon.Mualem@mtsint.com

<PAGE>

CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
U.S. dollars in thousands

                                                     June 30,      December 31,
                                                   ------------    ------------
                                                       2010            2009
                                                   ------------    ------------
   ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                        $      1,853   $      2,173
  Restricted marketable securities                          110            227
  Trade receivables, net                                    842            771
  Unbilled receivables                                       10             10
  Other accounts receivable and prepaid expenses            296            376
  Inventories                                                29             39
                                                   ------------   ------------

Total current assets                                      3,140          3,596
                                                   ------------   ------------

LONG-TERM ASSETS:
  Severance pay fund                                        715            767
  Other investments                                          30             31
  Deferred income taxes                                      35             35
                                                   ------------   ------------

Total long-term assets                                      780            833
                                                   ------------   ------------

PROPERTY AND EQUIPMENT, NET                                 154            175
                                                   ------------   ------------

OTHER ASSETS:
  Goodwill                                                 3,479          3,479
  Other intangible assets, net                             1,603          1,807
                                                    ------------   ------------

Total other assets                                         5,082          5,286
                                                    ------------   ------------

Total assets                                        $      9,156   $      9,890
                                                    ============   ============

<PAGE>

CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
U.S. dollars in thousands (except share and per share data)

                                                     June 30,      December 31,
                                                   ------------    ------------
                                                       2010            2009
                                                   ------------    ------------
    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Trade payables                                   $        494    $        432
  Accrued expenses and other liabilities                  2,221           2,531
  Deferred revenues                                       2,318           2,741
                                                   ------------    ------------

Total current liabilities                                 5,033           5,704
                                                   ------------    ------------

LONG-TERM LIABILITIES -
  Accrued severance pay                                     968           1,071
                                                   ------------    ------------

COMMITMENTS AND CONTINGENT LIABILITIES

SHAREHOLDERS' EQUITY:
  Share capital                                              13              13
  Additional paid-in capital                             19,629          19,577
  Treasury shares                                           (29)            (29)
  Accumulated other comprehensive income                    (34)             23

  Accumulated deficit                                   (16,424)        (16,469)
                                                   ------------    ------------

Total shareholders' equity                                3,155           3,115
                                                   ------------    ------------

Total liabilities and shareholders' equity         $      9,156    $      9,890
                                                   ============    ============

<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
U.S. dollars in thousands (except share and per share data)

<TABLE>
<CAPTION>

                                                              Six months ended              Three months ended
                                                                  June 30,                       June 30,
                                                         ----------------------------    ---------------------------
                                                             2010            2009            2010           2009
                                                         ------------    ------------    ------------   ------------
<S>                                                      <C>             <C>             <C>            <C>
Revenues:
  Product sales                                          $      2,387    $      2,741    $      1,270   $      1,442
  Services                                                      3,546           2,977           1,785          1,484
                                                         ------------    ------------    ------------   ------------

Total revenues                                                  5,933           5,718           3,055          2,926
                                                         ------------    ------------    ------------   ------------

Cost of revenues:
  Product sales                                                   930           1,005             526            531
  Services                                                      1,674           1,003             830            538
                                                         ------------    ------------    ------------   ------------

Total cost of revenues                                          2,604           2,008           1,356          1,069
                                                         ------------    ------------    ------------   ------------

Gross profit                                                    3,329           3,710           1,699          1,857
                                                         ------------    ------------    ------------   ------------

Operating expenses:
  Research and development, net of grants from the OCS            671           1,047             346            527
  Selling and marketing                                           886           1,517             449            740
  General and administrative                                    1,697           1,862             862            984
                                                         ------------    ------------    ------------   ------------

Total operating expenses                                        3,254           4,426           1,657          2,251
                                                         ------------    ------------    ------------   ------------

Operating profit (loss)                                            75            (716)             42           (394)
Financial income (expenses), net                                  (18)             38              15            (20)
Capital gain on sale of  investment                                --              --              --             --
                                                         ------------    ------------    ------------   ------------

Income (loss) before taxes on income                               57            (678)             57           (414)
Tax on income, net                                                 12              --              10             --
                                                         ------------    ------------    ------------   ------------

Net income (loss)                                        $         45    $       (678)   $         47   $       (414)
                                                         ============    ============    ============   ============

Net Income (loss) per share:

Basic and diluted net income (loss) per Ordinary share   $       0.01    $      (0.15)   $       0.01   $      (0.09)
                                                         ============    ============    ============   ============

Weighted average number of Ordinary shares used in
   computing basic and diluted net loss per share           4,458,975       4,458,975       4,458,975      4,458,975
                                                         ============    ============    ============   ============
</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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