AFFINITY TECHNOLOGY GROUP INC
10-Q, 1998-05-15
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

                                QUARTERLY REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

      For the quarter ended March 31, 1998 Commission file number: 0-28152

                         Affinity Technology Group, Inc.
             (Exact name of registrant as specified in its charter)

                               Delaware 57-0991269
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                         Affinity Technology Group, Inc.
                          1201 Main Street, Suite 2080
                             Columbia, SC 29201-3201
                    (Address of principal executive offices)
                                   (Zip code)

                                 (803) 758-2511
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

30,200,673 shares of Common Stock, $.0001 par value, as of May 1, 1998.




<PAGE>



                AFFINITY TECHNOLOGY GROUP, INC. AND SUBSIDIARIES

                                      INDEX

                                                                           PAGE

PART I.  FINANCIAL INFORMATION
   ITEM 1. Financial Statements
     Condensed Consolidated Balance Sheets as of March 31, 1998 and
         December 31, 1997............................................        3
     Condensed Consolidated Statements of Operations for the three months ended
         March 31, 1998 and 1997......................................        4
     Condensed Consolidated Statements of Cash Flows for the three months
         ended March 31, 1998 and 1997................................        5
     Notes to Condensed Consolidated Financial Statements.............        6
   ITEM 2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations........................................        8
   ITEM 3. Quantitative and Qualitative Disclosures About Market Risk..      10
PART II. OTHER INFORMATION
   ITEM 2. Changes in Securities and Use of Proceeds...................      11
   ITEM 6. Exhibits and Reports on Form 8-K............................      11
Signature..............................................................      12
Exhibit Index..........................................................      13




<PAGE>


Item 1.  Financial Statements

                Affinity Technology Group, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets
                                    <TABLE>
<CAPTION>

                                                                              March 31,
                                                                                 1998                  December 31,
                                                                             (Unaudited)                   1997
<S>                                                                      <C>                       <C>
Assets
Current assets:
  Cash and cash equivalents                                              $      1,413,324          $           4,470,185
  Investments                                                                  19,827,841                     19,135,415
  Accounts  receivable,  less  allowance  for doubtful  
    accounts of $352,665 and $400,120 at March 31, 1998 
    and December 31, 1997, respectively                                           700,512                      1,944,947
  Net investment in sales-type leases - current                                   769,005                      1,732,928
  Inventories                                                                   3,360,715                      2,960,038
  Other current assets                                                            672,417                        799,628
                                                                       ------------------------- -------------------------
Total current assets                                                           26,743,814                     31,043,141

Net investment in sales-type leases - non-current                               1,152,860                      1,328,741
Property and equipment, net                                                     5,634,832                      6,028,980
Software  development  costs,  less  accumulated  
    amortization  of  $56,261  and $117,807 at March 31,
    1998 and December 31, 1997, respectively                                      671,331                        750,323
Other assets                                                                    2,957,814                      3,058,385
                                                                       ========================= =========================
Total assets                                                            $      37,160,651         $           42,209,570
                                                                       ========================= =========================
Liabilities and stockholders' equity Current liabilities:
  Current portion of capital lease obligations                           $         49,052          $              64,222
  Accounts payable                                                                224,040                        666,824
  Accrued expenses                                                                656,149                        951,975
  Current portion of deferred revenue                                             252,892                        760,560
                                                                       ------------------------- -------------------------
Total current liabilities                                                       1,182,133                      2,443,581

Deferred revenue                                                                  527,162                        535,419
Commitments and contingent liabilities
Stockholders' equity:
  Common  stock,  par  value  $0.0001;   authorized  
    60,000,000  shares,  issued 31,559,739 and 31,550,199 
    shares at March 31, 1998 and December 31, 1997, respectively                    3,156                          3,155
  Additional paid-in capital                                                   69,862,598                     69,858,571
  Deferred compensation                                                        (1,403,153)                    (1,558,574)
  Treasury stock, at cost (1,359,066 and 992,207 shares at March 31,
    1998 and December 31, 1997, respectively)                                  (1,909,223)                      (967,035)
  Accumulated deficit                                                         (31,102,022)                   (28,105,547)
                                                                       ------------------------- -------------------------
Total stockholders' equity                                                     35,451,356                     39,230,570
                                                                       ========================= =========================
Total liabilities and stockholders' equity                              $      37,160,651          $          42,209,570
                                                                       ========================= =========================
</TABLE>

See accompanying notes.


<PAGE>


                Affinity Technology Group, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       Three months ended
                                                                                           March 31,
                                                                                 1998                      1997
                                                                       ------------------------- -------------------------
<S>                                                                        <C>                       <C>
Revenues:
   Initial set-up, transactions and other                                  $      299,484            $      533,584
   Sales and rental                                                                19,500                   127,700
   Professional services                                                          780,995                         -
                                                                       ------------------------- -------------------------
                                                                                1,099,979                   661,284
Costs and expenses:
   Cost of revenues                                                               435,774                   291,215
   Research and development                                                       849,274                   843,127
   Selling, general and administrative expenses                                 3,171,375                 3,537,269
                                                                       ------------------------- -------------------------
       Total costs and expenses                                                 4,456,423                 4,671,611
                                                                       ------------------------- -------------------------
Operating loss                                                                 (3,356,444)               (4,010,327)
Interest income                                                                   359,969                   606,667
                                                                       ------------------------- -------------------------
Net loss                                                                 $     (2,996,475)         $     (3,403,660)
                                                                       ========================= =========================
Net loss per share - basic and diluted                                   $          (0.10)         $          (0.12)
                                                                       ========================= =========================
Shares used in computing net loss per share                                    30,383,461                28,064,447
                                                                       ========================= =========================

</TABLE>

See accompanying notes.


<PAGE>


                Affinity Technology Group, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                       Three months ended
                                                                                           March 31,
                                                                                 1998                      1997
                                                                       ------------------------- -------------------------
<S>                                                                     <C>                       <C>
Operating activities
Net loss                                                                $      (2,996,475)        $      (3,403,660)
Adjustments to reconcile net loss to net cash used in
  operating activities:
    Depreciation and amortization                                                 589,337                   429,272
    Amortization of deferred compensation                                         155,421                   245,343
    Provision for doubtful accounts                                                30,000                         -
    Inventory valuation allowance                                                  90,000                         -
    Deferred revenue                                                             (515,926)                  (94,812)
    Other                                                                          53,395                         -
    Changes in current assets and liabilities:
       Accounts receivable                                                      1,214,434                   547,343
       Net investment in sales-type leases                                        605,805                   295,871
       Inventories                                                                 77,196                    44,901
       Other current assets                                                       125,970                  (512,912)
       Accounts payable and accrued expenses                                     (738,611)                 (920,765)
                                                                       ------------------------- -------------------------
Net cash used in operating activities                                          (1,309,456)               (3,369,419)

Investing activities
Purchases of property and equipment, net                                          (99,796)               (1,034,412)
Software development costs                                                         (1,855)                 (151,386)
Purchases of short term investments, net                                         (692,426)               (1,923,758)
                                                                       ------------------------- -------------------------
Net cash used in investing activities                                            (794,077)               (3,109,556)

Financing activities
Payments on notes payable and capital leases                                      (15,170)                  (29,753)
Exercise of options                                                                 4,029                    19,004
Exercise of warrants                                                                    -                    10,000
Purchases of treasury stock                                                      (942,187)                        -
                                                                       ------------------------- -------------------------
Net cash used in by financing activities                                         (953,328)                     (749)
                                                                       ------------------------- -------------------------
Net decrease in cash                                                           (3,056,861)               (6,479,724)
Cash and cash equivalents at beginning of period                                4,470,185                31,563,950
                                                                       ========================= =========================
Cash and cash equivalents at end of period                              $       1,413,324         $      25,084,226
                                                                       ========================= =========================
</TABLE>

See accompanying notes.


<PAGE>


Notes to Condensed Consolidated Financial Statements

1.       Basis of Presentation

         The accompanying  unaudited financial statements of Affinity Technology
Group,  Inc. (the  "Company")  have been prepared in accordance  with  generally
accepted  accounting  principles for interim financial  information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes  required by generally accepted
accounting  principles for complete financial  statements.  The balance sheet at
December  31,  1997 has been  derived  from the audited  consolidated  financial
statements  at that  date,  but  does not  include  all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.

         The accompanying  unaudited condensed consolidated financial statements
reflect all adjustments (consisting of normal, recurring accruals) which, in the
opinion of management,  are necessary for a fair presentation of the results for
the  periods  shown.  The  results  of  operations  for  such  periods  are  not
necessarily  indicative  of the  results  expected  for the full year or for any
future  period.  The  accompanying   financial  statements  should  be  read  in
conjunction with the audited  consolidated  financial  statements of the Company
for the year ended December 31, 1997.

         In 1997, the American  Institute of Certified Public Accountants issued
Statement  of  Position  97-2  "Software  Revenue   Recognition"  ("SOP  97-2"),
effective for transactions entered into in fiscal years beginning after December
15, 1997. SOP 97-2 provides guidance on software revenue recognition  associated
with the  licensing  and selling of computer  software.  During the three months
ended March 31, 1998,  the Company had not entered into any new  agreements  for
the sale or licensing  of computer  software  for which  revenue was  recognized
during the period.  The Company has adopted SOP 97-2 and continues to assess the
impact this will have on the presentation of the Company's financial statements.

         Effective January 1, 1998, the Company adopted the Financial Accounting
Standards  Board's  Statement  of  Financial   Accounting   Standards  No.  131,
"Disclosures  about  Segments of an Enterprise and Related  Information"  ("SFAS
131").  SFAS 131  establishes  standards  for the  disclosure  of financial  and
descriptive  information  pertaining  to an  enterprise's  reportable  operating
segments in annual and interim financial statements. SFAS 131 is not required to
be  applied  to interim  period  financial  statements  in the  initial  year of
adoption,  however,  the Company will make required disclosures in its financial
statements  for the year ended  December 31, 1998.  The adoption of SFAS 131 did
not affect the Company's  results of  operations  or financial  position for the
three months ended March 31, 1998.

         Certain  amounts  in 1997 have been  reclassified  to  conform  to 1998
presentation  for  comparability.  These  reclassifications  have no  effect  on
previously reported stockholders' equity or net loss.

2.       Inventories

         Inventories consist of the following:
<TABLE>
<CAPTION>
                                                                         March 31,                December 31,
                                                                            1998                      1997
                                                                  ------------------------- -------------------------
<S>                                                                   <C>                       <C>
Electronic parts and other components                                 $     1,052,795           $     1,396,826
Work in process                                                             1,687,093                   829,269
Finished goods                                                                878,650                   906,950
                                                                  ------------------------- -------------------------
                                                                            3,618,538                 3,133,045
Reserve for obsolescence                                                     (257,823)                 (173,007)
                                                                  ========================= =========================
                                                                      $     3,360,715           $     2,960,038
                                                                  ========================= =========================
</TABLE>



<PAGE>


3.       Stockholders' Equity

         During 1997 the Company adopted a share repurchase plan under which the
Company was  authorized  to use up to $2 million of general  corporate  funds to
acquire from time to time in the open market  shares of the  outstanding  common
stock of the Company.  During the first quarter of 1998 the Company expanded the
share  repurchase  plan,  authorizing  the use of an  additional  $2  million of
general  corporate  funds under this plan. As of March 31, 1998, the Company had
repurchased a total of 741,000 shares at an average price of $2.44 per share for
an aggregate cost of $1,809,625  under the share  repurchase  plan. In addition,
during 1997 the Company repurchased an aggregate of 643,066 shares of its common
stock from former employees of the Company at an aggregate cost of $484 pursuant
to stock purchase agreements with such former employees.

4.       Net Loss Per Share of Common Stock

         During 1997, the Company adopted Financial  Accounting  Standards Board
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128").  Net loss per share of Common Stock amounts  presented on the face of the
consolidated  statements  of  operations  have been  computed  based on weighted
average  number of shares of Common Stock  outstanding  in accordance  with SFAS
128.

5.       Commitments and Contingencies

         The  Company is subject to legal  actions  which from time to time have
arisen in the ordinary  course of business.  Certain claims have also been filed
by plaintiffs who claim certain rights,  damages or interests  incidental to the
Company's  formation and development.  The Company intends to vigorously contest
all such actions and, in the opinion of management,  the Company has meritorious
defenses  and the  resolution  of such actions  will not  materially  affect the
financial position of the Company.



<PAGE>


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

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

     Statements in this report (including  Management's Discussion and Analysis
of Financial Condition and Results of Operations) that are not descriptions of
historical facts may be forward-looking statements, such as statements about the
Company's future propects and cash requirements.  Actual results may vary due to
risks and  uncertainties,  including  economic,  competitive  and  technological
factors  affecting the Company's  operations,  markets,  products,  services and
prices,  as well as other specific  factors  discussed in the Company's  filings
with the Securities and Exchange Commission, including the information set forth
under the caption  "Business  Risks" in Item 1 of the Company's Annual Report on
Form 10-K for the year ended  December  31,  1997.  These and other  factors may
cause actual results to differ materially from those anticipated.

Overview

         Since its formation in 1994, the Company has  concentrated  its product
development  efforts primarily on developing a "closed loop" electronic commerce
system that  enables  financial  institutions  to automate  the  processing  and
consummation  of  consumer  loans and other  financial  services at the point of
sale. This technology is designed to enable  financial  institutions to open new
distribution channels and link all distribution channels electronically to their
credit departments.

         The Company's  Automated  Loan Machine  ("ALM"),  permits a consumer to
apply for and,  if  determined  to be a  suitable  credit  risk,  receive a loan
without human intervention in as little as 10 minutes.  Similar in appearance to
an automated  teller machine,  the Affinity ALM is a fully automated system that
utilizes the Company's proprietary  DeciSys/RT(R) technology to process consumer
loans,  generate the underlying loan documentation and distribute loan proceeds.
In addition,  the ALM can be  programmed  to process  other  financial  services
transactions  such as the  establishment of savings and checking  accounts,  the
consummation  of joint loans,  certain  secured  loans and credit  consolidation
loans and the issuance of credit cards.

         The Company's e-xpertLender platform permits an employee of a financial
institution  to input  consumer  applicant  information  similar to  information
captured  by  the  ALM  and  use  DeciSys/RT  to  process   financial   services
transactions  available  via the ALM.  In  addition  to its  financial  services
processing  capabilities,  e-xpertLender  also  integrates  with the  subscriber
financial  institution's legacy system to provide inquiry,  routing and tracking
functions.

         To date,  the Company has generated  minimal  operating  revenues,  has
incurred  significant losses and has experienced  substantial negative cash flow
from  operations.  The  Company's  prospects  must be considered in light of the
risks,  expenses and difficulties  frequently  encountered by companies in their
early stage of development, particularly technology-based companies operating in
unproven markets with unproven products.  The Company had an accumulated deficit
as of March 31, 1998 of $31,102,022, with operating losses of $2,996,475 for the
three months ended March 31, 1998. The Company expects to incur additional costs
to develop its financial product origination capabilities, to enhance and market
the ALM,  e-xpertLender  and  Decisys/RT  and to complete  any new  products and
services that may be developed.  Accordingly, there can be no assurance that the
Company  will be able to achieve  profitability  or, if  achieved,  sustain such
profitability.

         The market for the Company's products and services is new, evolving and
uncertain  and it is  difficult  to  determine  the size and  predict the future
growth rate,  if any, of this market.  In addition,  the market for products and
services that enable electronic commerce is highly competitive and is subject to
rapid innovation and competition  from traditional  products and services having
all or some of the same  features as products and services  enabling  electronic
commerce.  Competitors in this market have frequently taken different  strategic
approaches  and have launched  substantially  different  products or services in
order to exploit the same  perceived  market  opportunity.  Until the market has
validated a strategy through widespread  acceptance of a product or service,  it
is difficult to identify all current or potential  market  participants or gauge
their relative competitive position.

Results of Operations

Revenues

         The  Company's  revenues for the three months ended March 31, 1998 were
$1,099,979,  compared to $661,284 for the corresponding  period in 1997. For the
three  months  ended March 31,  1998,  total  revenues  consisted of $780,995 of
professional services,  $299,484 of initial set-up, transaction and other income
and $19,500 of sales and rental  fees,  compared to $533,584 of initial  set-up,
transaction  and other income and $127,700 of sales and rental fees for the same
period during 1997.

         During the three months ended March 31,  1998,  the Company  recognized
revenue associated with contracts to perform professional services for primarily
one customer.  During the three months ended March 31, 1997, the Company did not
performe services of this nature.

         The  decrease in sales and rental fees for the three months ended March
31, 1998 as  compared  to the same  period in 1997,  is due to a decrease in the
number of ALMs in service  during 1998.  During the three months ended March 31,
1997, the Company  deployed 25 ALMs under a short-term  pilot program  agreement
which was  subsequently  terminated  during 1997 by the  customer.  In addition,
during the three months ended March 31, 1998 the Company's  relationship  with a
significant ALM customer was terminated.  Such termination did not significantly
affect the Company's  results of operations and financial  condition  during the
period.

         The decrease in initial set-up,  transactions  and other income for the
three  months  ended  March 31,  1998 as  compared to the same period in 1997 is
attributable  to a decrease in the number of ALMs  deployed in the first quarter
of 1998 as compared to the same period in 1997. The overall  decrease in initial
set-up,  transaction  and other income was offset by an increase in  transaction
revenue earned from financial service  applications  processed using Decisys/RT,
processing  credit card and other debit card  transactions  and the  addition of
mortgage loan underwriting and processing fees during 1998.

Costs and Expenses

         Cost of  revenues  for the  three  months  ended  March  31,  1998  was
$435,774,  compared  to  $291,215  for the  corresponding  period  in 1997.  The
increase  during the three  months  ended March 31, 1998 as compared to the same
period in 1997 is primarily  attributable to labor and other direct and indirect
costs  associated  with the performance of  professional  services.  The overall
increase  in the cost of  revenues  was offset by a decrease  in labor and other
direct and indirect  costs  associated  with the deployment of fewer ALMs during
the period.  To a lesser  extent,  the  overall  increase in cost of revenues is
attributable  to an increase  in the number of  financial  service  applications
processed using Decisys/RT, an increase in the quantity of credit card and other
debit card transactions  processed and expense  associated with the underwriting
and  processing of mortgage  loans during the first quarter of 1998. The overall
increase  in cost of  revenues  was  offset by a  decrease  in the  depreciation
expense  associated  with a  decrease  in the  number of ALMs in  service  under
operating lease agreements.

         Costs incurred for research and  development for the three months ended
March 31, 1998 totaled  $849,274,  as compared to $843,127 for the corresponding
period in 1997. The Company  continues to devote research and development  staff
to  perform  activities   associated  with  the  enhancement  of  the  Company's
technology and financial product origination capabilities.

         Selling, general and administrative expenses  totaled  $3,171,375 and 
$3,537,269 for the three months ended March 31, 1998 and 1997, respectively.  
The  decrease  is  primarily  attributable  to a decrease  in: (i.) professional
fees consisting  primarily of legal, accounting, recruiting and relocation fees;
(ii.)  advertising and marketing costs; (iii.) travel costs; and, iv. deferred 
compensation expense due to the forfeiture of common stock options granted under
the Company's  1995 Stock Option Plan.  The overall decrease in selling, general
and administrative  expense was offset by an increase  in: (i.) employment costs
associated  with an increase in the number of employees; and (ii.) depreciation
and amortization  expense  associated with an overall increase in the Company's
depreciable assets.

         Interest  income for the three  months  ended  March 31,  1998 and 1997
totaled $365,402 and $622,034, respectively. The decrease in interest income for
the three  months  ended  March 31,  1998 is due to a decrease  in cash and cash
equivalents  and  investments  balances  as  compared to the same period of 1997
coupled  with a decrease  in the amount of  amortization  of  deferred  interest
income associated with ALMs under sales-type lease agreements.  Interest expense
for the three  months  ended  March 31,  1998 and 1997 was $5,433  and  $15,367,
respectively.



<PAGE>


Liquidity and Capital Resources

         The Company has generated  operating  losses of  $31,102,022  since its
inception and has financed its  operations  primarily  through net proceeds from
its initial public  offering in May 1996.  Prior to such  offering,  through the
private sale of debt and equity  securities,  capital  lease  obligations,  bank
financing,  factoring of ALM rental  contracts,  and loans from affiliates.  Net
cash flows used in  operations  for the three  months  ended  March 31, 1998 was
$1,309,456.  Proceeds  from the offering and other  sources of cash were used to
fund current period  operations,  including research and development of $849,274
and  capital  expenditures  of  $99,796.  At March  31,  1998,  cash and  liquid
investments were $21,241,165 and working capital was $25,561,681.

         The Company  continues  to use a  substantial  amount of existing  cash
resources to fund its operations. If the Company continues to use cash resources
at the rate used in 1997 and the first quarter of 1998, the Company will deplete
its existing  cash  resources in the latter part of 1999.  The Company  believes
existing  cash,  cash  equivalents,  internally  generated  funds and  available
borrowings  will be  sufficient  to meet  the  Company's  currently  anticipated
operating  expenditure  requirements  during the  remainder of 1998.  During the
remainder of 1998, the Company  expects to continue to use a significant  amount
of existing  cash,  cash  equivalents  and  internally  generated  funds to fund
operations,  research and  development,  marketing  efforts  designed to promote
consumer   awareness   and  use  of  its   products  and  services  and  capital
expenditures.  In order to fund more rapid expansion, to develop new or enhanced
products or to address  liquidity  needs caused by shortfalls  in revenues,  the
Company may need to raise additional  capital in the future. If additional funds
are raised through the issuance of equity securities,  the percentage  ownership
of the stockholders of the Company will be reduced,  stockholders may experience
additional dilution,  or such equity securities may have rights,  preferences or
privileges  senior to Common Stock.  There can be no assurance  that  additional
financing will be available when needed on terms  favorable to the Company or at
all. If adequate  funds are not available or not available on acceptable  terms,
the  Company  may be unable to  develop,  enhance  and market  products,  retain
qualified  personnel,  take  advantage  of future  opportunities,  or respond to
competitive pressures,  any of which could have a material adverse effect on the
Company's business, operating results and financial condition.

         During 1997 the Company adopted a share repurchase plan under which the
Company was  authorized  to use up to $2 million of general  corporate  funds to
acquire from time to time in the open market  shares of the  outstanding  common
stock of the Company. During the first quarter of 1998, the Company expanded the
share  repurchase  plan,  authorizing  the use of an  additional  $2  million of
general  corporate  funds under this plan. As of March 31, 1998, the Company had
repurchased a total of 741,000 shares at an average price of $2.44 per share for
an aggregate cost of $1,809,625  under the share  repurchase  plan. In addition,
during 1997 the Company repurchased an aggregate of 643,066 shares of its common
stock from former employees of the Company at an aggregate cost of $484 pursuant
to stock purchase agreements with such former employees.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         Not applicable



<PAGE>


Part II. Other Information

Items 1, 3, 4 and 5 are not applicable.

Item 2.  Changes in Securities and Use of Proceeds.

         (a)   Not applicable.

         (b)   Not applicable.

         (c)   Not applicable.

         (d)  The  Company's  registration  statement  on  Form  S-1  (File  No.
              333-1170) with regard to an initial  public  offering of 5,060,000
              shares of common stock, par value $.0001 per share, of the Company
              was declared  effective by the Securities and Exchange  Commission
              on April 24, 1996. As set forth in the  Company's  Form SR, Report
              of Sales of Securities and Use of Proceeds  Therefrom,  Montgomery
              Securities and Donaldson, Lufkin & Jenrette Securities Corporation
              acted  as  the  managing  underwriters  for  the  offering,  which
              commenced  April 25, 1996.  As of March 31, 1998,  the Company has
              used net proceeds of $60,078,000 from the offering as follows:


<TABLE>
<CAPTION>
                                                         Direct  or   indirect   payments  to
                                                         directors,     officers,     general
                                                         partners  of  the  issuer  or  their
                                                         associates;  to  persons  owning ten
                                                         percent  or  more  of any  class  of
                                                         equity  securities  of  the  issuer;        Direct or indirect
                                                         and to affiliates of the issuer.            payments to others
                                                         -------------------------------------    --------------------------
<S>                                                                <C>                                  <C>
Construction of plant, building and facilities                                                          $            -
Purchase and installation of machinery and equipment                                                             4,822,000
Purchase of real estate                                                                                              -
Acquisition of other business(es)                                                                              300,000
Repayment of indebtedness                                          $          771,000 1                      1,000,000
Working capital                                                                                             18,791,000
Temporary investments:
     US Treasury obligations                                                                                18,307,000
     Commercial paper                                                                                        1,521,000
     Money market / cash                                                                                     1,413,000
Other purposes
     Marketing                                                                                               3,973,000
     Research & development                                                                                  6,865,000
     Purchase of software                                                                                    2,315,000
<FN>

1  Reflects  the  repayment  of debt owned to  Carolina  First  Corporation,  as
described under the caption "Use of Proceeds" in the Company's Prospectus, dated
April 25, 1996.
</FN>
</TABLE>

Item 6.  Exhibits and Reports on Form 8-K.

(a) Exhibits

    Exhibit 27 - Financial Data Schedule

(b) Reports on Form 8-K

         No  reports on Form 8-K were filed by the  Company  during the  quarter
ended March 31, 1998.


<PAGE>



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.

Affinity Technology Group, Inc.

By:  /s/ Joseph A. Boyle
     Joseph A. Boyle
     Senior Vice President, Chief Financial Officer, Secretary and Treasurer

Date:  May 15, 1998

<TABLE> <S> <C>

<ARTICLE> 5

       

<S>                         <C>
<PERIOD-TYPE>                      3-MOS
<FISCAL-YEAR-END>            DEC-31-1998
<PERIOD-END>                 MAR-31-1998
<CASH>                         1,413,324
<SECURITIES>                  19,827,841
<RECEIVABLES>                  1,053,177
<ALLOWANCES>                     352,665
<INVENTORY>                    3,360,715
<CURRENT-ASSETS>              26,743,814
<PP&E>                         8,537,888
<DEPRECIATION>                 2,903,056
<TOTAL-ASSETS>                37,160,651
<CURRENT-LIABILITIES>          1,182,133
<BONDS>                                0
                  0
                            0
<COMMON>                           3,156
<OTHER-SE>                    35,448,200
<TOTAL-LIABILITY-AND-EQUITY>  37,160,651
<SALES>                                0
<TOTAL-REVENUES>               1,099,979
<CGS>                            435,774
<TOTAL-COSTS>                  4,456,423
<OTHER-EXPENSES>                       0
<LOSS-PROVISION>                 120,000
<INTEREST-EXPENSE>              (359,969)
<INCOME-PRETAX>               (2,996,475)
<INCOME-TAX>                           0
<INCOME-CONTINUING>           (2,996,475)
<DISCONTINUED>                         0
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                  (2,996,475)
<EPS-PRIMARY>                      (0.10)
<EPS-DILUTED>                      (0.10)

        


</TABLE>


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