STRATEGIC CAPITAL RESOURCES INC
10-Q, 1999-11-10
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM 10-Q

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

               For the quarterly period ended September 30, 1999

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

                         Commission File Number 0-28168

                       Strategic Capital Resources, Inc.
             (Exact name of Registrant as specified in its charter)

      Delaware                                11-3289981
   (State or other jurisdiction           (I.R.S. Identification number)
    of incorporation or organization)

        2500 Military Trail North, Suite 260, Boca Raton, Florida  33431
                    (Address of principal executive offices)

                                 (561)995-0043
              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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.  The number of shares of
common stock, par value $.001 per share, outstanding as of November 5, 1999
was 15,903,870.


















                       STRATEGIC CAPITAL RESOURCES, INC.

                                     INDEX


                        Part I.    FINANCIAL INFORMATION

Item 1.  Financial Statements                                     Page Number

         Condensed Consolidated Balance Sheets as of                  3
         September 30, 1999 (unaudited) and June 30, 1999.

         Condensed Consolidated Statement of Operations               4
         for the three months ended September 30, 1999, and
         September 30, 1998.
         (unaudited)

         Condensed Consolidated Statement of Cash Flows               5
         for the three months ended September 30, 1999, and
         September 30, 1998.
         (unaudited)

         Notes to Condensed Consolidated Financial Statements       6-9
         (unaudited)

Item 2.  Management's Discussion and Analysis of Financial        10-14
         Condition and Results of Operations.

                         Part II.    OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

              No reports on Form 8-K were filed for the three months ended
              September 30, 1999.

         Signatures                                                  15
























                       STRATEGIC CAPITAL RESOURCES, INC.
                                AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   (Unaudited)
                                                  September 30      June 30
                                  ASSETS             1999             1999
                                                   -----------     -----------
Revenue producing assets:
 Model homes on lease, at cost, net of accumulated
   depreciation of $88,963 on June 30, 1999, and
   $67,183 on September 30, 1999                   $30,489,588     $34,612,978
 Multi-family residential properties                10,227,999               -
                                                   -----------     -----------
   Total revenue producing assets                   40,717,587      34,612,978
                                                   -----------     -----------
Other assets:
 Cash                                                  806,540         690,719
 Net assets realizable on divestiture                1,100,000       1,100,000
 Deferred charges and other assets                     719,075         690,087
                                                   -----------     -----------
   Total other assets                                2,625,615       2,480,806
                                                   -----------     -----------
   Total assets                                    $43,353,202     $37,093,784
                                                   ===========     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
 Mortgages payable                                 $32,794,537     $26,642,294
 Notes payable                                       1,315,907       1,315,907
 Accounts payable & accrued expenses                   554,361         597,415
 Unearned rental revenue                               210,446         168,246
                                                   -----------     -----------
    Total liabilities                               34,875,251      28,723,862
                                                   -----------     -----------

Stockholders' equity:
 Convertible preferred stock, $.01 par value
   5,000,000 shares authorized
   400,000 shares issued and outstanding                 4,000           4,000
 Common stock, $.001 par value
  25,000,000 shares authorized and 17,012,005 issued
  15,903,870 shares outstanding                         17,012          17,012
 Additional paid-in capital                          8,346,552       8,346,552
 Treasury stock, 1,108,135 shares                     (282,786)       (282,786)
 Retained earnings                                     383,173         285,144
                                                   -----------     -----------
   Total stockholders' equity                        8,467,951       8,369,922
                                                   -----------     -----------
   Total liabilities and stockholders' equity      $43,343,202     $37,093,784
                                                   ===========     ===========




                            See accompanying notes.
                                      (3)

                       STRATEGIC CAPITAL RESOURCES, INC.
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
          Three Months Ended September 30, 1999 and September 30, 1998
                                  (Unaudited)

                                                      Three Months Ended
                                                         September 30,
                                                       1999        1998
                                                     ---------   ---------
Revenues:
  Model home lease revenue                          $  937,701  $1,220,861
  Model home sales                                   7,786,215   6,418,788
  Multi-family residential income                      322,612           -
  Other income                                         109,068      29,610
                                                    ----------- -----------
  Total Revenues                                     9,155,596   7,669,259
                                                    ----------- -----------
Costs and expenses:
  Interest expense                                     729,712     771,236
  Cost of model homes sold                           7,713,126   6,129,095
  Multi-family residential costs                        87,699           -
  Depreciation and amortization                        122,274     146,877
  Corporate                                            335,755     364,711
                                                    ----------- -----------
  Total Operating Expenses                           8,988,566   7,411,919
                                                    ----------- -----------
Income before income taxes                             167,030     257,340

Deferred income tax expense                             49,000      77,138
                                                    ----------- -----------
Net income                                             118,030     180,202

Preferred stock distribution                            30,000           -
                                                    ----------- -----------
Income applicable to common shareholders                88,030     180,202
                                                    =========== ===========

Net income (loss) per share
  Basic                                              $    0.01        0.01
  Diluted                                            $    0.00        0.01


Weighted average number of shares
  Basic                                             15,903,870  16,858,107
  Diluted                                           18,978,851  18,071,897










                            See accompanying notes.
                                      (4)

                       STRATEGIC CAPITAL RESOURCES, INC.
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
          Three Months Ended September 30, 1999 and September 30, 1998
                                  (Unaudited)
                                                 Three Months    Three Months
                                                     Ended          Ended
                                                    9/30/99        9/30/98
                                                   -----------    ----------
Net income                                          $ 167,030    $  180,202
                                                   -----------    ----------
Adjustments to reconcile net loss to net cash
 provided by operating activities:
 Amortization expense                                 112,440       115,063
 Depreciation expense                                   9,835        31,814
 Gain on sale of model homes                          (73,089)     (289,693)
 Changes in assets and liabilities:
   (Increase) decrease in miscellaneous assets       (141,752)      105,968
   Increase in accounts payable/accrued expenses       24,621       222,087
   Increase in unearned rental revenue                 42,200        33,940
                                                   -----------    ----------
    Total adjustments                                 (25,745)      219,179
                                                   -----------    ----------
    Net cash provided by operating activities         141,285       399,381
                                                   -----------    ----------
Cash flows from investing activities
 Purchase of model homes                           (2,124,640)   (1,486,434)
 Proceeds from sale of model homes                  1,343,766     1,341,189
 Capital expenditures                                       -       (14,594)
                                                   -----------    ----------
   Net cash used in
        investing activities                         (780,874)     (159,839)
                                                   -----------    ----------
Cash flows from financing activities:
 Proceeds from mortgages payable                    1,116,858       635,100
 Principal payments on mortgages payable             (225,232)     (361,231)
 Deferred financing costs                            (106,216)     (186,834)
 Proceeds from stockholder loans                            -       258,000
 Purchase of treasury stock                                 -      (262,378)
 Preferred distribution payable                       (30,000)            -
                                                   -----------   -----------
  Net cash provided by
       financing activities                           755,410        82,657
                                                   -----------   -----------
Net increase (decrease) in cash                       115,821       322,199
Cash at beginning of period                           690,719       365,227
                                                   -----------   -----------
Cash at end of period                              $  806,540    $  687,426
                                                   ===========   ===========
Supplemental disclosure of cash flow information:
                               Interest paid -       $762,615      $698,080





                            See accompanying notes.
                                      (5)

                       STRATEGIC CAPITAL RESOURCES, INC.
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 1999
                                  (unaudited)

Note 1.  Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in
accordance with the Securities and Exchange Commission instructions for Form
10-Q and do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments considered necessary for a fair presentation, have been
included.  Operating results for any quarter are not necessarily indicative of
the results for any other quarter or for the full year.

These statements should be read in conjunction with the financial statements
of Strategic Capital Resources, Inc. and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1999.

Note 2. Earnings Per Share

Basic and diluted earnings per share are calculated as follows:

                                  Three Months Ended
                                     September 30,
                                   1999        1998
                                 ---------   ----------
Basic:
Income(loss) applicable to
  common shareholders               88,030     180,202
Weighted average shares
outstanding during the period   15,903,870  16,858,107

  Basic                          $    0.01        0.01

Diluted:
Income(loss) applicable to
  common shareholders               88,030     180,202
Weighted average shares
outstanding during the period   15,903,870  16,858,107
Effect of dilutive securities:
  Stock Options                  1,089,384     269,737
  Warrants                       1,985,597     944,053
                                 ---------   ----------
Diluted weighted common
 shares outstanding             18,978,851  18,071,897

  Diluted                        $    0.00        0.01






                                      (6)

Note 3. Multi-family Residential Property Acquisition


On July 15, 1999 the Company purchased a 288 unit multi-family residential
property in Jacksonville, Florida for a purchase price of $10,228,000.  The
purchase price was paid as follows:

  Assumption of existing first mortgage      $ 4,928,000
  New loan                                     5,300,000
                                             -----------
  Total purchase price                       $10,228,000
                                             ===========

$1,500,000 of the purchase price is to be utilized to improve, modernize and
enhance the value of the property.

Simultaneously, the Company entered into an operation, maintenance, and
management agreement which provides for payment to the Company of a minimum
income stream per month.  The agreement also requires the management company
to purchase the property at the end of five years.  The performance under the
agreement is guaranteed jointly and severely by two major insurance companies
rated "AAA" and "BB" by Standard & Poors.

Note 4. Commitments & Contingencies

The Company makes preliminary commitments to acquire assets and to enter into
various types of leasing or financing arrangements as described below.  The
Company discloses such commitments as part of its routine reporting
requirements.  However, such preliminary commitments are subject to routine
changes in size, as well as closing time, prior to finalization.  Such changes
arise from a variety of factors, including changes in client needs, economic
conditions, completion of financing agreements, ability of clients to obtain
regulatory approvals and other factors that affect the real estate industry.


Model home purchase commitments

The Company has committed to acquire 27 model homes in California and Nevada
at an approximate cost of $20.8 million.  It is anticipated that this
transaction will close prior to the end of December 1999. The closing is
subject to completion of due diligence, receipt of satisfactory appraisals,
formal documentation, and successful completion of financing.

Model home sales contracts
The Company has sale contracts pending on ten (10) model homes.  The
aggregate sales price for the ten homes is $3,390,924, which the Company
originally purchased for $3,148,154.











                                      (7)

Commercial real estate purchase contracts
The Company reached agreements with two clients to acquire the following
commercial properties:

         Nature of                                            Approximate
        real estate                     Location             purchase price
- ------------------------------------    --------             --------------
 Office buildings (4)                    Nevada               $16,650,000
 Manufacturing/warehouse facility        Tennessee             20,500,000
  together with manufacturing equipment
                                                              -----------
                  Total                                       $37,150,000
                                                              ===========

The agreements are subject to the following conditions; (I) satisfactory
completion of due diligence of the assets to be acquired, (ii) the execution
of bank or institutional financing, and (iii) agreement to final wording of
all related legal documentation.

Real estate acquisition and development commitments
The Company reached an agreement in principal with a homebuilder to acquire a
fully entitled parcel of land, provide development funding, and sell the
finished lots over a pre-agreed term to the homebuilder.  The following is an
outline of the transaction:

    Land             Acquisition        Development         Total
  location              Cost             funding            cost
- -------------        -----------        ----------       ------------
  Arizona            $ 2,654,331        $5,050,000       $  7,704,331

The agreement is subject to the following conditions; (I) satisfactory
completion of due diligence of the assets to be acquired, (ii) the execution
of bank or institutional financing, and (iii) agreement to final wording of
all related legal documentation.

Financing Activities
In order to finance its expansion, the Company conducts ongoing negotiations
with financial institutions to raise funds through debt and/or equity.

At September 30, 1999, the Company had outstanding $32.8 million in secured
loans provided by financial institutions and $1.3 million in loans from
shareholders.  The Company borrows under various revolving and term loan
credit facilities, and at September 30, 1999, had available additional
borrowings of $20 million.

Legal Proceedings
Reference is made to the Company's annual report on Form 10-K for its fiscal
year ended June 30, 1999.

The Company is not presently involved in any other material litigation nor,
to its knowledge, is any material litigation threatened against the Company
or its properties, other than routine litigation arising in the ordinary
course of business.





                                      (8)

Note 5. Subsequent Events

On October 29, 1999, the Company purchased 31 model homes, 23 in California
and 8 in North Carolina, at an aggregate cost of $8,479,373 with two new
divisions of an existing homebuilder client. On November 2, 1999, the Company
purchased 39 model homes in California at an aggregate cost of $9,663,894 with
a new homebuilding client.  The following is a summary of model homes owned by
the Company as of the report date.

                                                  Amount            Units
                                               ------------        -------
Balance 9/30/99                                $ 30,556,770           135
Model Homes Acquired 10/29/99                     6,603,500            23
Model Homes Acquired 10/29/99                     1,875,873             8
Model Homes Acquired 11/02/99                     9,663,894            39
Model Homes Sold 10/01/99 thru the report date   (1,349,028)           (5)
                                               ------------        -------
    Total Model Homes as of the report date      47,351,009           200
                                               ============        =======

On October 29, 1999, the Company drew down $1,676,744 under an existing
revolving loan facility which it utilized to purchase eight (8) model homes in
North Carolina. On the same date, the Company also closed on a new $6,603,500
term loan which it utilized to purchase twenty-three (23) model homes in
California.

On November 2, 1999, the Company drew down $8,214,166 under an existing
revolving loan facility which it utilized to purchase thirty-nine (39) model
homes in California.

As of the report date, the Company has available $10,000,000 under existing
revolving credit facilities.


























                                      (9)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

                                    OVERVIEW

Strategic Capital Resources, Inc. (the "Company" or "SCRI"), a Delaware
Corporation was organized in November 1995.  The Company's principal
operations consist of the following business lines:

  1) The purchase and leaseback on a "triple net" basis of fully furnished
     model homes complete with options and upgrades to major publicly traded
     homebuilders and real estate developers.

  2) The land acquisition and contract development program for major publicly
     traded homebuilders and real estate developers.  The Company purchases
     the real estate, simultaneously enters into a bonded (not to exceed)
     development contract with the builder supported by a performance
     (completion) bond, who then develops the real estate.  The builder
     simultaneously contracts to purchase the finished lots from the Company
     on a scheduled basis usually not to exceed three (3) years.

  3) The purchase and leaseback of commercial real estate including office
     buildings, multi-family residential properties, industrial, manufacturing
     and warehouse facilities. The Company purchases the real estate and
     enters into fixed term agreements with the clients which will allow the
     Company to recover principal and earn a specific return. The clients
     performance is supported by surety bonds issued by insurance companies
     rated "A" to "AAA" by the major rating agencies.

Since its inception, the Company and its special-purpose bankruptcy-remote
subsidiary have purchased a total of 335 model homes and sold 200, resulting in
a portfolio of 135 model homes owned at September 30, 1999. All of the Company's
clients are major, publicly-traded homebuilders.  The following is a summary of
model home purchases and sales by year since inception:

  Fiscal             Units          Amount          Units      Cost of Model
Year Ended          Purchased      Purchased        Sold        Homes Sold
- ----------          ---------      -----------      ----       ------------
  6/30/96              61          $11,836,729        3        $   503,165
  6/30/97              75           14,512,772       23          4,437,087
  6/30/98             110           26,170,860       49          8,892,378
  6/30/99              61           16,813,539       95         20,799,329
  6/30/2000 (YTD)      28            3,432,326       30          7,577,497
                    ---------      -----------      ----       ------------
  Total               335          $72,766,226      200        $42,209,456
                    ---------      -----------      ----       ------------

Model Homes on Lease at cost at September 30, 1999  -  135  -  $30,556,770










                                      (10)

A summary of the operating results of Strategic Capital Resources, Inc. and
subsidiaries for the three months ended September 30, 1999, and September 30,
1998 are presented below.

                                          Three Months     Three Months
                                             Ended           Ended
                                          September 30     September 30
                                              1999      %     1998      %
                                         -----------------------------------
Revenues:
  Model home lease revenue               $  937,701    10%   $1,220,861  16%
  Model home sales                        7,786,215    85%    6,418,788  84%
  Multi-family residential income           322,612     4%                -
  Other income                              109,068     1%       29,610   -
                                         -----------------------------------
   Total revenues                        $9,155,596   100%    7,669,259 100%
                                         -----------------------------------
Costs and expenses:
  Interest expense                          729,712     8%      771,236  10%
  Cost of model home sales                7,713,126    84%    6,129,095  80%
  Multi-family residential expenses          87,699     1%                -
  Depreciation & amortization               122,274     1%      146,877   2%
  Corporate                                 335,755     4%      364,711   5%
                                         -----------------------------------
  Total costs and expenses                8,988,566    98%    7,411,919  97%
                                         -----------------------------------
Income before income taxes                  167,030     2%      257,340   3%

Deferred income tax expense                  49,000     1%       77,138   1%
                                         -----------------------------------
Net income                                 $118,030     1%      180,202   2%
                                         ===================================
Results of Operations:

Three Months Ended September 30, 1999 compared to September 30, 1998.

For the period from July 1, 1999 through September 30, 1999, the Company had
revenues of $9,155,596 of which lease revenues on model homes totaled
$937,701, multi-family residential property income totaled $322,612, and
revenues from the sale of model homes were $7,786,215. Net income for the
period was $118,030 compared to net income of $180,202 for the prior year
fiscal period.  The decrease was primarily attributable to decreased gains on
the sale of model homes.  Gain on the sale of model homes totalled $73,000
for the quarter ended September 30, 1999 compared to $289,000 for the prior
year comparable quarter, a decrease of $216,000.

The Company's lease revenues decreased approximately $283,000 (a 23% decrease)
during the three months ended September 30, 1999 as compared to the three
months ended September 30, 1998. This decrease is due to the reduction of
model homes on lease from the prior year fiscal period. ($30.5 million at
September 30, 1999 compared to $34.7 million at September 30, 1998)

The Company generated $322,612 in multi-family residential income for the
three months ended September 30, 1999. No multi-family residential income was
generated for the prior year quarter end. The increase was due to the purchase
of a 288 unit multi-family residential property on July 15, 1999.


                                      (11)

Corporate costs decreased from $364,711 for the quarter ended September 30,
1998 to $335,755 for the quarter ended September 30, 1999, representing a 8%
decrease.  Corporate costs as a percentage of revenues is consistent with
the prior year fiscal quarter.

Model Homes
Model homes on lease have decreased to $30,556,771 at September 30, 1999 from
$39,999,565 at September 30, 1998, a decrease of 24%.

A breakdown of model home costs and units by state is as follows:

                  # Model Homes     Model Home     # Model Homes     Model Home
                     Owned at         Cost            Owned at         Cost
State                9/30/99         9/30/99          9/30/98         9/30/98
- ------------------------------------------------------------------------------

Arizona                19         $  2,124,640              -     $          -
Colorado                5            1,086,175             13        2,854,187
Florida                12            2,592,506             38        8,398,145
Minnesota               1              258,377              -                -
Nevada                 13            1,667,790              -                -
New Jersey             54           14,851,650             76       19,644,793
New York                6            2,386,435              6        2,404,000
North Carolina          -                    -              3          694,372
Pennsylvania           18            4,409,042             23        5,166,369
Texas                   2              342,430              2          342,430
Utah                    5              837,726              -                -
Virginia                -                    -              2          495,269
                   -------        -------------        -------    ------------
Total                 135         $ 30,556,771            163     $ 39,999,565
                   =======        =============        =======    ============

A breakdown of lease rental revenues by state is as follows:

                                 Lease Revenues    Lease Revenues
                                  From 7/1/99       From 7/1/98
State                             to 9/30/99        to 9/30/98
- ------------------------------------------------------------------------------
Arizona                          $       708       $         -
Colorado                              32,585            98,080
Florida                               91,483           298,808
Minnesota                             15,610                 -
Nevada                                35,935                 -
New Jersey                           520,471           547,834
New York                              76,655            68,085
North Carolina                         5,478            20,832
Pennsylvania                         148,503           156,115
Texas                                 10,273            16,249
Utah                                       -                 -
Virginia                                   -            14,858
                                  -----------       -----------
Total                             $  937,701        $1,220,861
                                  ===========       ===========

The average purchase price of model homes acquired by the Company since
inception was approximately $217,000.  For the quarter ended September 30,
1999, the Company sold thirty (30) model homes for total sales price of
$7,786,215 less costs of sales of $7,713,126 for a net gain of $73,089.

                                      (12)
Liquidity and Capital Resources

The Company's principal business, leasing of model homes and real estate
acquisition and contract development, is a capital-intensive operation
requiring constant infusions of cash as the number, size, and complexity of
transactions in which the Company is involved increases.  To date, this
business has been financed by equity capital contributions, loans made by
shareholders, and secured loans from financial institutions.

These capital contributions and loans have been adequate to permit the Company
to carry on operations to date.  However, it may be necessary to finance the
expansion of operations over the coming fiscal year with additional funds
raised through the issuance of debt or equity securities.  Should the need
arise, the Company will complete a securities offering of debt or equity prior
to the end of fiscal 2000. The net proceeds of an offering, together with
existing cash and credit facilities, as well as new facilities obtained on an
"as needed" basis, should enable the Company to finance its growing level of
operations. (See Financing Activities for additional information.)


Cash Flow - Three Months Ended September 30, 1999.

Net cash provided by operating activities comprised net income of $167,030,
plus net adjustments for non-cash items of $49,186, offset by a net change in
other operating assets and liabilities of $74,931.

Net cash used in investing activities comprised proceeds from sale of model
homes of $1,343,766 offset by $2,124,640 in model home purchases.


Net cash provided by financing activities comprised proceeds from mortgages
payable of $1,116,858, offset by deferred financing costs of $106,216,
principal payments on mortgages payable of $225,232, and preferred
distributions of $30,000.


Trends in Operations

The Company's operations continue to grow at an accelerated rate. Such growth
has resulted from the ongoing acquisition of model homes under lease and the
acquisition of multi-family residential properties. At September 30, 1999, the
Company had 135 model homes on lease which were purchased at a cost of
approximately $30.5 million, and multi-family residential properties acquired
at a cost of $10,228,000.  Since October 1, 1999 and through the report date,
the Company acquired an additional 70 model homes at a cost of $18.1 million,
sold 5 model homes with a cost of $1.3 million, resulting in a portfolio of
200 model homes acquired at a cost of $47.3 million as of the report date.
(See Note 5 to Condensed Consolidated Financial Statements)

During the fiscal year ended June 30, 1999, the Company added a new line of
business, the purchase and leaseback of commercial real estate properties
which include office buildings, multi-family residential properties,
industrial, manufacturing and warehouse facilities. The Company purchases the
real estate and enters into fixed term agreements with its clients. The
clients performance is supported by surety bonds issued by insurance companies
rated "A" to "AAA" by the major rating agencies.


                                      (13)

Year 2000 Issues

SCRI's State of Readiness
SCRI has completed a review of its software and hardware and determined,
through a combination of internal testing and vendor representations that
their products have been tested and are compliant.

The Costs to Address SCRI's Year 2000 Issues
Based on current estimates and plans, SCRI believes the costs of addressing
Year 2000 issues will not be material.

The Risks and Worst Case Scenario of SCRI's Year 2000 Issues
SCRI believes the most reasonable worst case scenario will be indirect in
nature involving third parties such as clients, vendors and suppliers which
may not have successfully dealt with their Year 2000 issues.  SCRI continues
to assess the key third parties that it relies upon, however, SCRI has not yet
been assured that all of the computer systems of its clients, vendors and
suppliers will be Year 2000 compliant.  For example, if suppliers of SCRI's
energy or telecommunications fail to become Year 2000 compliant, such failure
could have an adverse effect on SCRI's ability to conduct daily operations or
to communicate with its clients and vendors.  While SCRI continues to analyze
these risks, it is possible that information relevant to such analysis will
not be made available to SCRI, or that potential solutions will not be within
SCRI's control.  In addition, there can be no guarantee that SCRI's efforts
will prevent a material adverse impact on its results of operations, financial
condition and cash flows.  SCRI believes that its readiness program, including
the contingency plans discussed below, should significantly reduce the adverse
effect any disruption may have.

SCRI's Contingency Plans
SCRI will continue to monitor and evaluate its key clients, vendors and
suppliers to determine the extent that SCRI is vulnerable to those third
parties' possible failure to become Year 2000 compliant.  SCRI expects to
develop contingency plans throughout 1999, on an as needed basis to address
these concerns, where reasonable to do so.  These plans may include
identifying and securing alternate suppliers of services and other measures
considered appropriate by management.  Once developed, the contingency plans
will be continually refined, as additional information becomes available.

Forward Looking Statements

This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") concerning
the Company's operations, economic performance and financial conditions,
including, in particular, the likelihood of the Company's success in
developing and bringing to market the products which it currently has under
development, as well as procuring the necessary financing to acquire these
products.  These statements are based upon a number of assumptions and
estimates which are inherently subject to significant uncertainties, and
contingencies, many of which are beyond the control of the Company and reflect
future business decisions which are subject to change.  Some of these
assumptions inevitably will not materialize, and unanticipated events will
occur which will affect the Company's results.  Consequently, actual results
will vary from the statements contained herein and such variance may be
material.  Prospective investors should not place undue reliance on this
information.

                                      (14)


SIGNATURES

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


                                           STRATEGIC CAPITAL RESOURCES, INC.



                                             By: /s/John P. Kushay
                                             John P. Kushay, Treasurer
                                             Chief  Financial Officer and
                                             Chief Accounting Officer

      (Duly Authorized Officer)
Date:  November 10, 1999







































                                      (15)


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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[TYPE]     EX-27
[TEXT]
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