<PAGE> 1
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period from _________ to ____________
Commission File Number 000-22681
FINANTRA CAPITAL, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 13-3571419
- --------------------------------------------------------------------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
150 SOUTH PINE ISLAND ROAD, SUITE 500, PLANTATION, FLORIDA 33324
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(954) 577-9225
- --------------------------------------------------------------------------------
(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Number of Shares Outstanding
Class on August 11, 1999
----- ----------------------------
Common Stock, par value $.01 per share 7,192,328 shares
Transitional Small Business Disclosure Format Yes [ ] No [X]
<PAGE> 2
FINANTRA CAPITAL, INC.
INDEX
PART I FINANCIAL INFORMATION
Item 1 Condensed Consolidated Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheet at June 30, 1999 3
Condensed Consolidated Statements of Income for the Three and
Six Months ended June 30, 1999 and 1998 5
Condensed Consolidated Statements of Cash Flows for the Six
Months ended June 30, 1999 and 1998 6
Notes to Condensed Consolidated Financial Statements 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II OTHER INFORMATION
Item 6 Exhibits 12
SIGNATURES 13
2
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FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1998
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash $ 1,090,033
Loans held for resale 2,356,201
Accounts receivable, net 4,674,496
Finance receivables, net 2,429,102
Accrued interest receivable 3,636
Acquisition deposit 250,000
Prepaid expenses 430,227
-----------
Total current assets 11,233,695
-----------
Property and equipment, net 524,909
-----------
Other assets:
Certificate of deposit-restricted 1,475,000
Finance receivable, net 412,000
Due from related parties 686,911
Deposits 51,223
Goodwill, net 2,605,843
Other intangibles, net 14,359
Other 46,690
-----------
Total other assets 5,292,026
-----------
Total assets $17,050,630
===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
FINANTRA CAPITAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
Current liabilities:
Accounts payable $ 2,119,220
Accrued expenses 354,557
Line-of-credit 3,646,581
Current portion of long-term debt 308,799
Obligation under capital lease 3,791
Notes payable - related parties 130,000
Due to factoring clients 441,964
Dividends payable - preferred stock 91,281
------------
Total current liabilities 7,096,193
------------
Other liabilities:
Deferred income 12,933
Obligations under capital lease --
Notes payable, net of current portion 55,417
------------
Total long-term debt 68,350
------------
Total liabilities 7,164,543
------------
Minority interest 24,289
------------
Stockholders' equity:
Preferred stock, 5,000,000 shares authorized, 3,458,817 issued:
Series A 10% redeemable convertible preferred stock, $.01 par value,
2,958,817 shares issued and outstanding (liquidation value of
$2,958,817 plus accumulated dividends) 29,588
Series B convertible preferred stock, $.01 par value, 500,000 shares
Authorized, 500,000 shares issued and outstanding 5,000
Common stock, $.01 par value, 10,000,000 shares authorized,
6,389,927 shares issued and outstanding 63,899
Treasury stock, 14,600 shares at cost (34,644)
Additional paid-in capital 14,555,901
Accumulated deficit (4,757,946)
------------
Total stockholders' equity 9,861,798
------------
Total liabilities and stockholders' equity $ 17,050,630
============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
FINANTRA CAPITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
---------------------------- ----------------------------
JUNE 30, JUNE 30,
---------------------------- ----------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues:
Financial services $ 489,087 $ 897,597 $ 1,046,483 $1,861,521
Medical billing 161,203 231,905 311,167 471,534
Equipment leasing and equipment sales 2,076,914 -- 2,949,235 --
Factoring income 445,938 97,289 1,023,028 97,289
Mortgage origination 954,477 -- 954,477 --
Interest income 48,491 128,170 98,733 201,734
----------- ---------- ----------- ----------
Total revenues 4,176,110 1,354,961 6,383,123 2,632,078
Costs and expenses:
Leasing and equipment cost 1,848,936 -- 2,727,506 --
Depreciation and amortization 67,825 47,327 136,074 93,583
Bad debts 30,000 -- 30,000 --
General and administrative expense 2,305,967 1,138,830 3,921,153 2,335,633
----------- ---------- ----------- ----------
Total costs and expenses 4,252,728 1,186,157 6,814,733 2,429,216
Income (loss) from operations (76,618) 168,804 (431,610) 202,862
Other expenses:
Interest expense 125,959 30,835 209,606 30,835
----------- ---------- ----------- ----------
Total other expenses 125,959 30,835 209,606 30,835
Net income (loss) before minority interest (202,577) 137,969 (641,216) 172,027
Minority interest in subsidiaries -- -- 11,800 --
Net loss $ (202,577) $ 137,969 $ (629,416) $ 172,027
=========== ========== =========== ==========
Net income (loss) applicable to common shareholders $ (270,777) $ 69,769 $ (765,816) $ 35,627
=========== ========== =========== ==========
Net income (loss) per share $ (.04) $ .02 $ (.14) $ .01
=========== ========== =========== ==========
Weighted average number of shares outstanding and to be issued 6,021,152 3,359,959 5,327,462 3,342,310
=========== ========== =========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
FINANTRA CAPITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
-----------------------------
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net cash used by operating activities $(2,380,769) $ (396,067)
Cash flows from investing activities:
Cash acquired in acquisitions 2,500 78,584
(Increase) decrease in related party loans 181,466 (16,894)
Purchase of equipment (393,610) (34,181)
(Increase) in deposit on acquisition (250,000) --
(Increase) decrease in factored accounts receivable, net
of due to parting clients 1,610,607 --
Notes acquired for cash -- (2,555,556)
----------- -----------
Net cash provided (used) by investing activities 1,150,963 (2,528,047)
Cash flows from financing activities:
(Payments) borrowings on line-of-credit (1,353,191) 1,049,950
Repayments of long-term debt (15,322) (46,275)
Payment under capitol leases (5,538) --
Payments of preferred dividends (136,400) (136,400)
Repayment of related party debt (170,000) --
Issuance of common stock 3,028,530 445,321
Purchase of treasury stock -- (37,250)
----------- -----------
Net cash provided by financing activities 1,348,079 1,275,346
Net increase (decrease) in cash 118,273 (1,648,768)
Cash - beginning 971,760 4,106,803
----------- -----------
Cash - end $ 1,090,033 $ 2,458,035
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period:
Interest $ 97,850 $ --
=========== ===========
Supplemental noncash investing and financial activities:
Issuance of common stock for acquisition of subsidiaries $ 52,500 $ 2,631,862
=========== ===========
Issuance of common stock for services $ 100,550 $ --
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE> 7
NOTE 1 - PRINCIPLES OF CONSOLIDATION
The accompanying financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany accounts and transactions have
been eliminated in consolidation.
NOTE 2 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required for complete financial
statements. In the opinion of management, all adjustments necessary for a fair
presentation of the results for the interim periods presented have been
included.
These results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company's Annual Financial Statement for the year ended December 31,
1998. Operating results for the six months ended June 30, 1999 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1999.
It is recommended that the accompanying condensed consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's 1998 Annual Report on Form 10-KSB.
Certain items in the condensed consolidated financial statements for the interim
period ended June 30, 1998 have been reclassified to conform with the current
presentation. These reclassifications had no effect on net income.
NOTE 3 - ACQUISITIONS
TITAN
The Company, through a wholly owned subsidiary, acquired approximately 80% of
the outstanding capital stock of Titan Mortgage Group, Inc. on March 31, 1999.
According to the terms of the agreement, the Company had a put on the
acquisition. In June 1999, the Company exercised the put and negotiated a
complete recission of the agreement. Accordingly, the results of operations of
Titan Mortgage Group, Inc. are not included in these financial statements.
7
<PAGE> 8
NOTE 4 - DIVIDENDS PAYABLE - PREFERRED STOCK
The Company has paid $136,400 of dividends on its preferred stock at June 30,
1999.
NOTE 5 - MORTGAGE LOANS HELD FOR SALE AND WAREHOUSE LINE
Mortgage loans originated and intended for sale in the secondary market are
carried at the lower of cost or estimated market value in the aggregate. Net
unrealized losses are recognized through a valuation allowance by charges to
income.
At June 30, 1998, the principal balance outstanding for mortgage loans held for
sale was $2,356,201, of that amount, $2,356,201 was borrowed from the Company's
warehouse lines. Interest is prime plus 2%. All mortgage loans held for sale are
collateralized by the property covered by said loans and is used as collateral
for the Company's borrowing. The warehouse lines are repaid as the loans are
sold.
NOTE 6 - BORROWINGS
Effective March 26, 1999, the Company entered into a mortgage loan warehouse and
security agreement with a bank. The maximum amount the company can borrow under
this agreement is $10,000,000. The principal is repaid as the related mortgages
are sold to secondary market purchasers. The entire principal amount together
with accrued and unpaid interest is due on demand. On July 1, 1999, the Company
entered into a second mortgage warehouse line with Republic National Bank. Under
the agreement the bank will provide up to $5,000,000 to the Company in order to
fund certain first mortgages. The advances are repaid and the related mortgages
are sold to secondary market purchasers. Any unpaid principal balance will be
due June 30, 2000.
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
Finantra Capital, Inc. (f/k/a Medley Credit Acceptance Corp.) (the
"Company") is a specialty finance company engaged, principally, in accounts
receivable financing (factoring), equipment leasing, mortgage banking and
traditional financing business lines. Since the consummation, during late
December 1997 and early 1998, of the Company's initial public offering of
securities (the "IPO"), the Company's operations have focused primarily on
growing an operation base and establishing a market presence in each of the
aforementioned businesses. The Company's primary strategy for achieving its
necessary growth and market presence has been, among other things, to pursue
acquisitions of existing enterprises which, in the Company's opinion, have
management experience and earnings potential and long-term growth possibilities,
and obtaining institutional lines of credit for each financing business line.
While the Company has only a limited operating history in the accounts
receivable financing and traditional financing business lines, the Company has
more seasoned experience in the equipment leasing and mortgage banking
businesses. Prior to the consummation of the Company's IPO, the Company's
business and affairs focused on the financing of dry cleaning equipment to small
dry cleaning businesses throughout the eastern United States and refrigeration
equipment sold or leased by an affiliate. The Company has made a business
decision to orderly wind down its dry cleaning and refrigeration equipment
financing operations.
In an effort to grow its accounts receivable financing, equipment
leasing, mortgage banking and traditional financing business lines, while
establishing a market presence for the same, the Company, during 1998 and 1999,
consummated several significant transactions. Principal among these were (i) the
Company's formation of its American Factors Group, Inc. subsidiary ("AFG"), an
entity specializing in accounts receivable financing, (ii) the Company's
acquisition of Medical Billing Service Systems, Inc. and Premier Provider
Services, Inc., companies engaged, generally, in providing back office
accounting and other financial administrative services principally to the
medical industry, (iii) the Company's acquisition of a majority interest in
Ameritrust Holdings, Inc. ("Ameritrust"), a licensed mortgage lender engaged in
both residential and commercial lending, and (iv) the Company's formation of its
Finantra Internet Services.Com, Inc. subsidiary, which serves as the Company's
platform for creating and building internet financial products and services.
As previously reported, the Company, during the first quarter of 1999,
acquired approximately 80% of the outstanding capital stock of Titan Mortgage
Group, Inc., a Florida-based originator and processor of mortgage loans
("Titan"), in consideration for 400,000 shares of the Company's common stock,
$.01 par value per share (the "Common Stock"). The Company, however, reserved
the right to "put" its ownership interest in Titan back to Titan's former sole
stockholder in exchange for 200,000 shares of the Common Stock initially issued
in the acquisition if Titan failed to meet certain financial performance
thresholds during 1999. During the second quarter of 1999 ("Second Quarter
1999"), the Company negotiated a complete rescission of the Titan acquisition
and all 400,000 shares of Common Stock issued in the acquisition were returned
to the Company and treated as if they had never originally been issued.
The Company has formed four subsidiaries to act as holding companies
for certain of its operating entities based upon business lines. Ameri-Cap
Factors Group ("Ameri-Cap Factors") controls AFG, Ameri-Cap Leasing Corp.
("Ameri-Cap Leasing") controls the equipment leasing aspect of the Company's
business, Ameri-Cap Mortgage Group ("Ameri-Cap Mortgage") controls Ameritrust
and Ameri-Cap Finance Group, will control the entities the Company may, from to
time, acquire to engage in the specialty consumer finance business.
9
<PAGE> 10
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
For the six month period ended June 30, 1999 ("Six Months 1999"), the
Company generated revenues of $6,383,123, an increase of $3,751,045, or
approximately 140%, from revenues of $2,632,078 for the six month period ended
June 30, 1998 ("Six Months 1998"). This increase in revenues was primarily the
result of the full-scale initiation by the Company, during Six Months 1999, of
the Company's equipment leasing, mortgage banking and accounts receivable
financing operations. These operations yielded no or minimal revenues during Six
Months 1998.
During Six Months 1999, the Company incurred an increase of $4,385,517,
or approximately 180%, in total operating costs and expenses over Six Months
1998 figures, principally as a result of the full-scale initiation, and the
costs attendant thereto, of the Company's equipment leasing, mortgage banking
and accounts receivable financing operations. As a direct result thereof, and
the approximate $180,000 increase during Six Months 1999 in interest expenses
incurred as a result of the Company's utilization of its credit facilities to
generate revenues, the Company recorded a net loss of $629,416 for Six Months
1999, as compared to net income of $172,027 for Six Months 1998. When combined
with the provision for dividends with respect to shares of the Company's Series
A Convertible Preferred Stock, the Company incurred a net loss applicable to
common shareholders for Six Months 1999 of $765,816, or approximately $.14 per
share, as compared to net income applicable to common shareholders for Six
Months 1998 of $35,627, or approximately $.01 per share.
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
For Second Quarter 1999, the Company generated revenues of $4,176,110,
an increase of $2,821,149, or approximately 208%, from revenues of $1,354,961
for the three months ended June 30, 1998 ("Second Quarter 1998"). This increase
in revenues was primarily the result of the full-scale initiation by the
Company, during Second Quarter 1999, of the Company's equipment leasing,
mortgage banking and accounts receivable financing operations. These operations
yielded no or minimal revenues during Second Quarter 1998.
During Second Quarter 1999, the Company incurred an increase of
$3,066,571, or approximately 260%, in total operating costs and expenses over
Second Quarter 1998 figures, principally as a result of the full-scale
initiation, and the costs attendant thereto, of the Company's equipment leasing,
mortgage banking and accounts receivable financing operations. As a direct
result thereof, and the approximate $100,000 increase during Second Quarter 1999
in interest expenses incurred as a result of the Company's utilization of its
credit facilities to generate revenues, the Company recorded a net loss of
$202,577 for Second Quarter 1999, as compared to net income of $137,969 for
Second Quarter 1998. When combined with the provision for dividends with respect
to shares of the Company's Series A 10% Convertible Preferred Stock, the Company
incurred a net loss applicable to common shareholders for Second Quarter 1999 of
$270,777, or approximately $.04 per share, as compared to net income applicable
to common shareholders for Second Quarter 1998 of $69,769, or approximately $.02
per share.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company had total assets of $17,050,630, as
compared to total assets of $13,618,188 at December 31, 1998. This increase in
total assets is primarily the result of the increased number of equipment
leases, financed accounts receivable, loans held for resale and related
financial
10
<PAGE> 11
instruments originated or underwritten by the Company during Six Months 1999,
and the receipt by the Company of approximately $4.1 million in net proceeds
generated from the private placement of its securities during Six Months 1999.
The $2,605,843 of goodwill, net, recorded on the Company's balance sheet at June
30, 1999 represents the premium over net equity paid by the Company in
connection with its acquisitions of its operating divisions. The Company
anticipates that its future earnings (assuming its acquired subsidiaries
continue to generate earnings) will offset the amortization associated with the
recording of this goodwill.
At June 30, 1999, the Company had total liabilities of $7,164,543, as
compared to total liabilities of $6,102,015 at December 31, 1998. This
approximate 17% increase in total liabilities was primarily the result of the
Company's borrowing under its interest bearing credit facilities, rather than
financing internally out of its working capital, amounts necessary to purchase
factored accounts receivable and originate or underwrite equipment leases,
mortgage loans and other financial instruments.
At, June 30, 1999, the Company had total stockholders' equity of
$9,861,798, as compared to total stockholders' equity of $7,499,084 at December
31, 1998. The approximate 32% increase in stockholders' equity is attributable
directly to the earnings generated by the Company from operations and the
Company's receipt of approximately $4.1 million in net proceeds generated from
the private placement of its securities during Six Months 1999.
The Company anticipates, based on its current proposed plans and
assumptions relating to its operations and expansion, that it will be able to
satisfy its currently contemplated cash requirements for approximately the next
12 months from working capital and cash flow. In the event that the Company's
plans change or its assumptions prove to be inaccurate, or working capital and
cash flow prove to be insufficient to fund the Company's operations and
expansion (due to unanticipated expenses, delays, problems or otherwise), the
Company would be required to seek additional funding. Depending upon the
Company's financial strength and the state of the capital markets, the Company
may also determine that it is advisable to raise additional equity capital.
Except as set forth above or in the Company's interim financial statements
included as part of this Report, the Company has no current arrangements with
respect to, or sources of, any additional capital, and there can be no assurance
that such additional capital will be available to the Company, if needed, on
commercial reasonable terms, or at all. The inability of the Company to obtain
additional capital would have a material adverse effect on the Company and could
cause the Company to be unable to implement its business strategy or proposed
expansion or to otherwise significantly curtail or cease operations.
YEAR 2000 COMPLIANCE
Computer programs that are "Year 2000 noncompliant" are incapable, in
whole or in part, of processing date data between periods before and periods
after January 1, 2000. The inability of the Company's computer systems, or the
computer systems of businesses the Company may acquire, to accept, store,
interpret or display dates for the year 2000 and beyond could materially impair
the ability of the Company to originate, service and sell financial products. In
addition, the Company intends to utilize in its internal operations a number of
computer software programs, including programs used to manage the Company's
financial and accounting functions and sales and marketing activities. The
inability of such programs to interpret properly date data for the year 2000 and
beyond could have a material adverse effect on the Company's operations. While
the Company has purchased new computers and software programs that are not year
2000 non-compliant, failure by the Company to identify a year 2000 problem in
its software products or in any software program used in its operations could
require modifications or replacements. In such event, the Company will be forced
to expend such amounts of its working capital as may be necessary to correct its
software and hardware systems and implement contingency plans. The Company
continues to attempt to assess the Year 2000 compliance and readiness of its
lenders and material customers. Such
11
<PAGE> 12
attempts include written inquiries as to their Year 2000 certification of
compliance.
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
During Second Quarter 1999, the Company consummated an
"offshore offering" in accordance with the procedures enumerated in Regulation S
promulgated under the Securities Act of 1933, as amended (the "Reg. S
Offering"). Pursuant to the Reg. S Offering, the Company issued and sold to 13
investors, 63 units (the "Units"), each Unit consisting of 10,000 shares of the
Company's Common Stock and 10,000 warrants (the "Warrants"). Each Warrant
entitles the holder to purchase one share of the Company's Common Stock for
$3.25 at any time through November 9, 2001. The Warrants are redeemable by the
Company upon notice of not less than 30 days at a price of $0.25 per Warrant,
provided that the closing bid quotation for shares of the Company's Common Stock
on all 20 of the trading days ending on the third day prior to the day on which
the Company gives notice of redemption has been at least 150% of the exercise
price of the Warrants (currently $4.875, subject to adjustment). The Units were
offered and sold for $21,250 per Unit. The Company also issued five Units as
compensation to those persons abroad who assisted in consummating the Reg. S
Offering. Net proceeds to the Company from the Reg. S Offering were
approximately $1,338,750, and such proceeds were utilized to expand Ameri-Cap
Leasing's marketing base, provide working capital for Ameri-Cap Factors'
operations, augment capital committed to Ameri-Cap Mortgage's operations and
fund, generally, the Company's business and operations.
ITEM 6. EXHIBITS
No. Description
--- -------------------------
27 Financial Data Schedule
12
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf of the undersigned, thereunto duly
authorized.
FINANTRA CAPITAL, INC.
Dated: August 12, 1999 By: /s/ Robert D. Press
--------------------------------------------
Robert D. Press, Chairman of the Board,
President, Chief Executive Officer and
Chief Financial Officer
(Principal Executive and Financial Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,090,033
<SECURITIES> 1,475,000
<RECEIVABLES> 8,206,145
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,233,695
<PP&E> 524,909
<DEPRECIATION> 136,074
<TOTAL-ASSETS> 17,050,630
<CURRENT-LIABILITIES> 7,096,193
<BONDS> 0
0
34,588
<COMMON> 63,899
<OTHER-SE> 34,644
<TOTAL-LIABILITY-AND-EQUITY> 17,050,630
<SALES> 6,383,123
<TOTAL-REVENUES> 6,383,123
<CGS> 0
<TOTAL-COSTS> 2,727,506
<OTHER-EXPENSES> 4,087,227
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 209,606
<INCOME-PRETAX> (629,416)
<INCOME-TAX> 0
<INCOME-CONTINUING> (629,416)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (765,816)
<EPS-BASIC> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
