NICHOLAS FINANCIAL INC
SB-2/A, 1996-07-31
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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[DESCRIPTION]   NICHOLAS FINANCIAL INC. FORM SB-2/A


<PAGE>  1

As filed with the Securities and Exchange Commission on July 19, 1996
                                      Registration No.




                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                              FORM SB-2
                              AMENDMENT NO. 1

                        REGISTRATION STATEMENT
                                UNDER
                      THE SECURITIES ACT OF 1933

                       NICHOLAS FINANCIAL, INC.
            (Name of small business issuer in its charter)

  British Columbia, Canada       6130              8736-3354
   (State of Organization)(Standard Industrial     (IRS Employer
                         Classification Code)      Identification No.)

                 2454 McMullen Booth Road, Building C
                      Clearwater, Florida 34619
                      Telephone: (813) 726-0763
    (Address and telephone number of principal executive offices)

                 2454 McMullen Booth Road, Building C
                      Clearwater, Florida 34619
(Address of principal place of business or intended principal place  of
business)

                           Peter L. Vosotas
                 2454 McMullen Booth Road, Building C
                      Clearwater, Florida 34619
                            (813) 726-0763
      (Name, address and telephone number of agent for service)

                              Copies to:
 Alton R. Neal, Esq.                    Ken R. Bramlett, Jr., Esq.
 Jacobs, Forlizzo & Neal, P.A.          Robinson, Bradshaw & Hinson, P.A.
 13577 Feather Sound Drive, Suite 300   101 North Tryon Street, Suite 1900
 Clearwater,  Florida  34622            Charlotte,  North  Carolina 28246
                          _________________
           Approximate date of proposed sale to the public:
To commence as soon as practicable after this Registration Statement  b
ecomes effective.
                          _________________
    If  this  Form  is filed to register additional securities  for  an
offering pursuant to Rule 462(b) under the Securities Act, please check
the  following  box and list the Securities Act registration  statement
number  of  the earlier effective registration statement for  the  same
offering.  G
    If  this Form is a post-effective amendment filed pursuant to  Rule
462(c)  under the Securities Act, check the following box and list  the
Securities  Act registration statement number of the earlier  effective
registration statement for the same offering.  G
    If  delivery of the prospectus is expected to be made  pursuant  to
Rule 434, please check the following box.  G
                   CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
    Title of Each     Proposed Maximum Aggregate Amount of Registration
 Class of Securities      Offering Price (1)               Fee
  to be Registered
<S>                   <C>                        <C>
    Common Stock              $5,250,000                $1,811.00
<FN>

(1)    Estimated solely for the purpose of calculating the registration
  fee pursuant to Rule 457(o).

</TABLE>

    The  Registrant hereby amends this Registration Statement  on  such
date or dates as may be necessary to delay its effective date until the
registrant  shall  file a further amendment which  specifically  states
that  this Registration Statement shall thereafter become effective  in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration  Statement shall become effective  on  such  date  as  the
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>  2

Item 13. Exhibits and Reports on Form 8-K


        (a)  Exhibits



        27.1 Financial Data Schedule (for SEC purpose only)



<PAGE>  3

                              SIGNATURES


      Pursuant  to  the requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the Registrant has duly caused  this
amended Report  to  be signed on its behalf by the undersigned thereunto  duly
authorized.

<TABLE>
<CAPTION>
                                   NICHOLAS FINANCIAL, INC.

<S>                                <C>
Dated: July 31, 1996               /s/ Peter L. Vosotas
                                   --------------------------
                                   Peter L. Vosotas

<PAGE>  4


[ARTICLE] 5

[LEGEND]

This Schedule Contains Summary Information Extracted From The Condensed 
Consolidated Balance Sheet At June 30, 1996 And The Condensed Consolidated
Statements Of Income For The Three Months Ended June 30,1996 And June 30, 1995 
And Is Qualified In Its Entirety By Reference To Such Financial Statements.



</TABLE>
<TABLE>
<S>                             <C>                     <C>
[PERIOD-TYPE]                   3-MOS                   3-MOS
[FISCAL-YEAR-END]                          MAR-31-1997             MAR-31-1996
[PERIOD-END]                               JUN-30-1996             JUN-30-1995
[CASH]                                         319,933                       0
[SECURITIES]                                         0                       0
[RECEIVABLES]                               19,557,684                       0
[ALLOWANCES]                                 3,310,607                       0
[INVENTORY]                                          0                       0
[CURRENT-ASSETS]                            20,837,209                       0
[PP&E]                                         464,886                       0
[DEPRECIATION]                                 277,851                       0
[TOTAL-ASSETS]                              21,024,244                       0
[CURRENT-LIABILITIES]                       17,532,209                       0
[BONDS]                                              0                       0
[PREFERRED-MANDATORY]                                0                       0
[PREFERRED]                                          0                       0
[COMMON]                                     1,755,765                       0
[OTHER-SE]                                   1,736,270                       0
[TOTAL-LIABILITY-AND-EQUITY]                21,024,244                       0
[SALES]                                        113,711                 151,258
[TOTAL-REVENUES]                             1,461,775               1,260,387
[CGS]                                           22,465                  34,469
[TOTAL-COSTS]                                  471,408                 406,885
[OTHER-EXPENSES]                               658,046                 889,507
[LOSS-PROVISION]                                54,313                  40,786
[INTEREST-EXPENSE]                             394,630                 331,630
[INCOME-PRETAX]                                332,321                (36,005)
[INCOME-TAX]                                   125,865                (14,037)
[INCOME-CONTINUING]                            206,456                (21,968)
[DISCONTINUED]                                       0                       0
[EXTRAORDINARY]                                      0                       0
[CHANGES]                                            0                       0
[NET-INCOME]                                   206,456                (21,968)
[EPS-PRIMARY]                                      .03                       0
[EPS-DILUTED]                                      .03                       0
<FN>
<F1> [RECEIVABLES] ARE PRESENTED NET OF UNEARNED FINANCE CHARGES, NON-REFUNDABLE DEALER
			 RESERVE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS.
<F2> [RECEIVABLES] ARE PRESENTED AS TOTAL RESERVES, COMPRISED OF NON-REFUNDABLE DEALER 
			 RESERVE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS.
</TABLE>




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