<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 18, 1999
Commission File No. 0-25803
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0181535
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15544 N.W. 77th Court
Miami Lakes, FL 33014
----------------------------------------
(Address of principal executive offices)
(305) 828-2599
----------------------------------------------------
(Registrant's telephone number, including area code)
N.A.
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 18, 1999, America's Senior Financial Services, Inc. (the "Company"),
through a wholly owned subsidiary, acquired all of the outstanding Common Stock
of Jupiter Mortgage Corporation ("Jupiter"), for the aggregate consideration of
$3,000,000. Said consideration was paid $500,000 in cash and the balance was
paid by the issuance by the Company of an aggregate 360,750 shares of the
Company's Common Stock (valued at $6.93 per share). In addition, pursuant to the
terms of the Merger Agreement, dated as of August 18, 1999, if the average
closing price of the Company's Common Stock for the 20 day period preceding
August 18, 2000, is less than $7.00 per share, then the Company is obligated to
issue additional shares of Common Stock to the sellers, following a formula set
forth in such Agreement up to a maximum of 288,600 additional shares. In
addition, pursuant to the term of the Merger Agreement, Michael J. Buono and
Deane J. Anderson, principles of Jupiter, will continue as Officers and
Directors of Jupiter.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The financial statements for Jupiter Mortgage Corporation for the years ended
December 31, 1998 and 1997, and the Independent Auditor's Report thereon, are
attached. See pages F-1 through F-8.
The unaudited financial statements for Jupiter Mortgage Corporation for the six
months ended June 30, 1999 are attached. See pages F-9 through F-12.
(b) Pro Forma Financial Information
The pro forma financial information required by this section, including an
explanation of significant proforma adjustments, is attached. See pages P-1
through P-4.
(c) Exhibits
10.1 Merger Agreement, dated as of August 18, 1999.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 7, 1999 AMERICA'S SENIOR FINANCIAL SERVICES, INC.
By: /s/ Nelson A. Locke
----------------------------------
Nelson A. Locke
President
<PAGE> 3
INDEPENDENT AUDITOR'S REPORT
To the Stockholders
Jupiter Mortgage Corporation
We have audited the accompanying balance sheets of Jupiter Mortgage Corporation
(an S Corporation) as of December 31, 1998 and 1997, and the related statements
of income, changes in stockholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Jupiter Mortgage Corporation
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.
/s/ WISNESKI, BLAKISTON & LESLIE, P.A.
Jupiter, Florida
March 12, 1999
F-1
<PAGE> 4
JUPITER MORTGAGE CORPORATION
BALANCE SHEETS
December 31, 1998 and 1997
1998 1997
----------- ------------
ASSETS
CURRENT ASSETS
Cash $ 214,835 $ 60,282
Brokerage fees receivable 67,714 16,078
Loan to employees 7,628 3,776
Prepaid expenses 889 5,514
----------- ------------
TOTAL CURRENT ASSETS 291,066 85,650
PROPERTY AND EQUIPMENT, net 66,865 49,832
DEPOSITS 11,334 4,302
----------- -----------
$ 369,265 $ 139,784
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Escrow deposits $ 4,452 $ 9,690
Accounts payable -- 5,338
Line of credit 93,609 36,000
----------- -----------
TOTAL CURRENT LIABILITIES 98,061 51,028
STOCKHOLDERS' EQUITY
Common stock, $1 par value; 1,000 shares
authorized, issued and outstanding 1,000 1,000
Paid-in capital 124,106 24,106
Retained earnings 146,098 63,650
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 271,204 88,756
----------- -----------
$ 369,265 $ 139,784
=========== ===========
See accompanying notes.
F-2
<PAGE> 5
JUPITER MORTGAGE CORPORATION
STATEMENTS OF INCOME
For the Years Ended December 31, 1998 and 1997
1998 1997
------------ -----------
REVENUES $ 2,746,104 $ 1,725,225
EXPENSES
Payroll and related expenses 1,632,728 1,044,275
Administrative, processing, and occupancy 995,928 633,424
------------ -----------
TOTAL EXPENSES 2,628,656 1,677,699
------------ -----------
NET INCOME $ 117,448 $ 47,526
============ ==========
See accompanying notes.
F-3
<PAGE> 6
JUPITER MORTGAGE CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
Common Additional Total
Stock Common Paid-in Retained Stockholders'
# of Shares Stock Capital Earnings Equity
----------- ------ ----------- -------- -------------
<S> <C> <C> <C> <C> <C>
STOCKHOLDERS' EQUITY,
January 1, 1997 1,000 $1,000 $ 24,106 $ 27,185 $ 52,291
Net income for the year ended
December 31, 1997 -- -- -- 47,526 47,526
Distributions to stockholders' -- -- -- (11,061) (11,061)
-------------- ------------- ----------- ----------- -----------
STOCKHOLDERS' EQUITY,
December 31, 1997 1,000 1,000 24,106 63,650 88,756
Capital contributed by stockholders' -- -- 100,000 -- 100,000
Net income for the year ended
December 31, 1998 -- -- -- 117,448 117,448
Distributions to stockholders' -- -- -- (35,000) (35,000)
-------------- ------------- ----------- ----------- -----------
STOCKHOLDERS' EQUITY,
December 31, 1998 1,000 $1,000 $124,106 $146,098 $271,204
============== ============= =========== =========== ===========
</TABLE>
See accompanying notes.
F-4
<PAGE> 7
JUPITER MORTGAGE CORPORATION
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 117,448 $ 47,526
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 16,797 22,084
Increase in current liabilities 47,033 43,930
Increase in current assets (50,863) (19,260)
Increase in deposits (7,032) (4,042)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 123,383 90,238
CASH FLOWS FROM INVESTING ACTIVITIES
Cash used to purchase equipment (33,830) (62,467)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (33,830) (62,467)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt -- (1,927)
Capital contributed 100,000 --
Distributions to stockholders (35,000) (11,061)
------------ -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 65,000 (12,988)
----------- -----------
NET INCREASE IN CASH 154,553 14,783
CASH, Beginning of year 60,282 45,499
------------ ------------
CASH, End of year $ 214,835 $ 60,282
=========== ============
SUPPLEMENTAL DISCLOSURES
Interest paid in cash during the period $ 4,578 $ 624
=========== ============
</TABLE>
See accompanying notes.
F-5
<PAGE> 8
JUPITER MORTGAGE CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
Jupiter Mortgage Corporation (the Company), is a Florida Corporation
incorporated on June 29, 1984. The Company is a licensed correspondent mortgage
lender in the Palm Beach County Florida area.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
Cash and cash equivalents include all highly liquid investments purchased with
an original maturity of three months or less. The company occasionally
maintains cash balances in financial institutions in excess of the federally
insured limits.
Property and equipment
Property and equipment is stated at cost less accumulated depreciation.
Improvements are capitalized if they have a useful life of more than one year.
Maintenance and repairs are charged to expense as incurred. Depreciation is
computed using various methods over the estimated useful lives of the assets.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that directly affect the reported amounts of assets and liabilities and
disclosure of continent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Revenue recognition and credit risks
The company derives its revenues primarily from mortgage application fees paid
by potential borrowers and from brokerage and processing fees payable by the
borrower and others at the time of closing. The brokerage and processing fees
are recognized as revenue at the time the loans are closed.
The Company operates in the mortgage banking industry, therefore, it is highly
dependent on the status of the economy and interest rates.
Advertising
The costs of advertising, promotion, and marketing programs are charged to
operations in the year incurred. Advertising expense was $44,128 and $44,621
for the years ended December 31, 1998 and 1997, respectively.
F-6
<PAGE> 9
JUPITER MORTGAGE CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income taxes
The Company has elected under the Internal Revenue Code to be an S Corporation.
In lieu of corporation income taxes, the stockholders are taxed on their
proportionate share of the Company's taxable income. Therefore, no provision or
liability for income taxes is included in the financial statements.
Fair value of financial instruments
Cash, receivables, and accounts payable and accrued expenses are reflected in
the financial statements at fair value because of the short-term maturity of
those instruments.
Statement of comprehensive income
A statement of comprehensive income has not been included, per SFAS 130,
"Reporting Comprehensive Income", as the Company has no items of other
comprehensive income.
Reclassifications
Certain amounts in the 1997 financial statements have been reclassified to
conform to the 1998 presentation.
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
1998 1997
----------- -----------
Computer and other office equipment $ 54,655 $ 27,277
Furniture and fixtures 56,540 49,822
Vehicles 47,098 47,098
Leasehold improvements 9,158 14,942
----------- -----------
167,451 139,139
Less allowance for depreciation (100,586) (89,307)
----------- -----------
$ 66,865 $ 49,832
=========== ===========
Depreciation expense for the years ended December 31, 1998 and 1997 was $29,940
and $22,084, respectively.
F-7
<PAGE> 10
JUPITER MORTGAGE CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
3. CREDIT ARRANGEMENTS
Lines of credit
The Company has two lines of credit. One is a $50,000 line which expires
September 30, 1999, with interest at 11% paid monthly. The second line, entered
into in 1998, is for $50,000 with interest at 11% paid monthly. At December 31,
1998 and 1997, approximately $94,000 and $36,000, respectively, was outstanding
on the lines. The lines are personally guaranteed by the Company's
shareholders.
Mortgage warehousing agreement
During 1998, the Company entered into an agreement with a financial institution
to provide a $2,000,000 mortgage warehousing facility that assists the Company
in originating and closing mortgages. The Company becomes liable under the
agreement if the loans are not resold and all amounts in process at December
31, 1998 were subsequently sold. Interest paid during 1998 was less than
$5,000. The line is personally guaranteed by the Company's shareholders.
4. COMMITMENTS AND CONTINGENCIES
Office leases
The Company operated six offices during 1998 (4 in 1997) with aggregate monthly
rents approximating $7,000 and $5,000 during most of the years ended December
31, 1998 and 1997, respectively. One of the offices is leased on a
month-to-month basis. The other leases expire at various times through November
2003. The leases are personally guaranteed by the Company's shareholders.
Minimum future commitments under existing leases are as follows:
1998 1997
--------- ---------
1999 $ 107,700 $ 37,800
2000 $ 107,400 $ 23,000
2001 $ 83,800 $ 19,200
2002 $ 79,700 $ --
2003 $ 69,100 $ --
Litigation
From time to time, the Company is exposed to claims, regulatory, and legal
actions in the normal course of business, some of which may be initiated by the
Company. At December 31, 1998 and 1997, management believes that any such
outstanding issues will be resolved without significantly impairing the
financial condition of the Company.
F-8
<PAGE> 11
JUPITER MORTGAGE CORPORATION
BALANCE SHEET
June 30, 1999
Unaudited
CURRENT ASSETS
Cash $135,689
Brokerage fees receivable 76,645
Loans to employees 6,476
--------
TOTAL CURRENT ASSETS 218,810
PROPERTY AND EQUIPMENT, net 55,990
DEPOSITS 12,134
--------
$286,934
========
LIABILITIES AND STOCKHOLDER EQUITY
CURRENT LIABILITIES
Escrow deposits $ 5,009
Line of credit 91,070
--------
TOTAL CURRENT LIABILITIES 96,079
STOCKHOLDERS' EQUITY
Common stock, $1 par value; 1,000 shares
authorized, issued and outstanding 1,000
Paid-in capital 124,106
Retained earnings 65,749
--------
TOTAL STOCKHOLDERS' EQUITY 190,855
--------
$286,934
========
F-9
<PAGE> 12
JUPITER MORTGAGE CORPORATION
STATEMENT OF INCOME
For the Six Months Ended June 30, 1999
Unaudited
REVENUES $1,473,075
EXPENSES
Payroll and related expenses 878,072
Administrative, processing, and occupancy 530,352
----------
TOTAL EXPENSES 1,408,424
----------
NET INCOME $ 64,651
==========
F-10
<PAGE> 13
JUPITER MORTGAGE CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Six Months Ended June 30, 1999
Unaudited
<TABLE>
<CAPTION>
COMMON ADDITIONAL TOTAL
STOCK COMMON PAID-IN RETAINED STOCKHOLDERS'
# OF SHARES STOCK CAPITAL EARNINGS EQUITY
----------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
STOCKHOLDERS' EQUITY
January 1, 1999 1,000 $ 1,000 $ 124,106 $ 146,098 $ 271,204
Net income for the six months
ended June 30, 1999 -- -- -- 64,651 64,651
Distributions to stockholders' -- -- -- (145,000) (145,000)
---------- ---------- ---------- ---------- ----------
STOCKHOLDERS' EQUITY
June 30, 1999 1,000 $ 1,000 $ 124,106 $ 65,749 $ 190,855
========== ========== ========== ========== ==========
</TABLE>
F-11
<PAGE> 14
JUPITER MORTGAGE CORPORATION
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 1999
Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 64,651
Adjustments to reconcile net income
to cash flows provided by operating
activities:
Depreciation 14,300
Decrease in current liabilities (1,982)
Increase in current assets (6,890)
Increase in deposits (800)
---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 69,279
CASH FLOWS FROM INVESTING ACTIVITIES
Cash used to purchase equipment (3,425)
---------
NET CASH USED IN INVESTING ACTIVITIES (3,425)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to stockholders (145,000)
---------
NET CASH USED IN FINANCING ACTIVITIES (145,000)
---------
NET DECREASE IN CASH BALANCE (14,783)
---------
CASH, beginning of period 214,835
---------
CASH, end of period $ 135,689
=========
F-12
<PAGE> 15
AMSE/CFSF/JUPITER Comparative Proforma
CONSOLIDATED FINANCIAL STATEMENTS
AMERICA'S SENIOR FINANCIAL SERVICES,INC. AND SUBSIDIARIES
CONSOLIDATED PROFORMA BALANCE SHEET AT DECEMBER 31, 1998
<TABLE>
<CAPTION>
PROFORMA
AMSE CFSF JUPITER ADJUSTMENTS CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ 195,728 $ 23,543 $ 214,835 $ 434,106
Brokerage fee's receivable 49,853 45,828 67,714 163,395
Notes & Other Receivable 22,618 106,000 128,618
Employee advances 70,528 -- 7,628 78,156
Prepaid expenses 46,699 -- 889 47,588
Property and equipment, net 254,783 79,983 66,865 401,631
Other Assets 319,940 67,739 11,334 (319,940)a 79,073
Goodwill, Net 3,348,215 -- 4,763,398 a 8,111,613
- ----------------------------------------------------------------------------------------------------------------
Total Assets $ 4,308,364 $ 323,093 $ 369,265 $9,444,180
LIABILITIES:
Current portion of long-term debt $ 5,798 $ 110,455 $ 93,609 $ 209,861
Accounts payable and accrued expenses 173,904 60,909 4,452 143,871 a 383,136
Commission payable 49,054 17,873 -- 66,927
Income taxes payable -- -- -- --
Long-Term debt, less current portion 13,287 -- -- 13,287
- ----------------------------------------------------------------------------------------------------------------
Total Liabilities 242,043 189,237 98,061 673,211
STOCKHOLDERS' EQUITY:
Common Stock 5,899 2,000 1,000 599 a 9,498
Additional paid-in capital 4,584,932 59,369 124,106 4,517,574 a 9,285,981
Retained earnings (58,177) (46,317) 28,650 17,668 a (58,177)
Income YTD (399,266) 118,806 117,448 (236,254)a (399,266)
Unearned Compensation - restricted stock (67,067) -- -- (67,067)
- ----------------------------------------------------------------------------------------------------------------
Total stockholders' equity 4,066,321 133,856 271,204 $8,770,969
- ----------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders'
equity $ 4,308,364 $ 323,093 $ 369,265 $9,444,180
================================================================================================================
</TABLE>
(a) To record estimated purchase accounting entry as if the Capital & Jupiter
acquisition took place on December 31, 1998.
P-1
<PAGE> 16
AMERICA'S SENIOR FINANCIAL SERVICES,INC. AND SUBSIDIARIES
PROFORMA STATEMENTS OF OPERATIONS AT DECEMBER 31, 1998
<TABLE>
<CAPTION>
1998 01/01/98 to 1998 1998
HISTORIC 7/31/98 HISTORIC HISTORIC PROFORMA
AMSE DOW CFSF JUPITER ADJUSTMENTS CONSOLIDATED
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
REVENUES: $ 1,797,632 $ 1,490,249 $ 1,419,184 $ 2,746,104 $ 7,460,904
------------------------------------------------------ ----------- -----------
EXPENSES:
Payroll and related expenses 1,335,488 822,372 826,415 1,632,728 4,617,003
Administrative, processing, and occupancy 722,828 630,023 476,956 995,928 2,825,735
Acquisition costs 14,969 -- -- -- 14,969
Employee recruitment 50,333 -- -- -- 50,333
Goodwill amortization 71,239 -- -- -- 339,811 (a) 411,050
------------------------------------------------------ ----------- -----------
TOTAL EXPENSES 2,194,857 1,452,395 1,303,371 2,628,656 339,811 7,919,090
------------------------------------------------------ ----------- -----------
PROFIT (LOSS) FROM OPERATIONS (397,225) 37,854 115,813 117,448 (339,811) (458,186)
------------------------------------------------------ ----------- -----------
INTEREST EXPENSE, (INCOME) NET 2,041 16,094 (2,993) -- 22,877
------------------------------------------------------ ----------- -----------
PROFIT (LOSS) BEFORE INCOME TAXES (399,266) 21,760 118,806 117,448 (339,811) (481,063)
PROVISION FOR INCOME TAXES -- -- -- -- 0
------------------------------------------------------ ----------- -----------
NET PROFIT (LOSS) $ (399,266) $ 21,760 $ 118,806 $ 117,448 $ (339,811) $ (481,063)
====================================================== =========== ===========
</TABLE>
(a) To annualize goodwill expense as if these acquisitions took place on Jan 1,
1998.
P-2
<PAGE> 17
AMSE/ CFSF/ JUPITER Comparative Proforma
CONSOLIDATED FINANCIAL STATEMENTS
AMERICA'S SENIOR FINANCIAL SERVICES,INC. AND SUBSIDIARIES
CONSOLIDATED PROFORMA BALANCE SHEET AT JUNE 30, 1999
<TABLE>
<CAPTION>
PROFORMA
AMSE JUPITER Adjustments CONSOLIDATED
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
ASSETS:
Cash and cash equivalents $ 1,936,194 $ 135,689 $ 2,071,883
Brokerage fee's receivable 106,962 76,645 183,607
Notes & Other Receivable 345,295 -- 345,295
Employee advances 126,537 6,476 133,013
Prepaid expenses 117,503 -- 117,503
Property and equipment, net 407,553 55,990 463,543
Other Assets 701,518 12,134 713,652
Goodwill, Net 2,711,823 -- 2,960,145 a 5,671,968
- -------------------------------------------------------------------------------------------------------
Total Assets $ 6,453,385 $ 286,934 $ 9,700,464
LIABILITIES:
Current portion of long-term debt $ 167,852 $ 91,070 $ 258,922
Accounts payable and accrued expenses 277,413 5,009 282,422
Commission payable 107,078 -- 107,078
Income taxes payable -- -- --
Long-Term debt, less current portion 2,529,794 -- 2,529,794
- -------------------------------------------------------------------------------------------------------
Total Liabilities 3,082,137 96,079 3,178,216
STOCKHOLDERS' EQUITY:
Common Stock 6,909 1,000 361 a 8,270
Additional paid-in capital 6,734,232 124,106 3,025,533 a 9,883,871
Retained earnings (457,443) 1,098 (1,098)a (457,443)
Income YTD (2,912,450) 64,651 (64,651)a (2,912,450)
Unearned Compensation - restricted stock -- -- --
- -------------------------------------------------------------------------------------------------------
Total stockholders' equity 3,371,248 190,855 6,522,248
- -------------------------------------------------------------------------------------------------------
Total liabilities and stockholders'
equity $ 6,453,385 $ 286,934 $ 9,700,464
=======================================================================================================
</TABLE>
a- To record estimated purchase accounting entry as if the Jupiter acquisition
took place on June 30, 1999.
P-3
<PAGE> 18
AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
PROFORMA STATEMENTS OF OPERATIONS INCLUDING JUPITER
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
HISTORIC HISTORIC PROFORMA
AMSE JUPITER ADJUSTMENTS CONSOLIDATED
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES: $ 1,970,688 $ 1,473,075 $ 3,443,763
EXPENSES:
Payroll and related expenses 1,328,013 878,072 2,206,085
Administrative, processing, and occupancy 978,038 530,352 1,508,390
Goodwill amortization 2,557,781 -- 74,004 (a) 2,631,785
-------------------------- --------- -----------
TOTAL EXPENSES 4,863,832 1,408,424 74,004 6,346,260
-------------------------- --------- -----------
PROFIT (LOSS) FROM OPERATIONS (2,893,144) 64,651 (74,004) (2,902,497)
-------------------------- --------- -----------
INTEREST EXPENSE (NET) 19,306 -- 19,306
-------------------------- --------- -----------
PROFIT (LOSS) BEFORE INCOME TAXES (2,912,450) 64,651 (2,921,803)
PROVISION FOR INCOME TAXES -- -- --
-------------------------- --------- -----------
NET PROFIT (LOSS) $(2,912,450) $ 64,651 (74,004) $(2,921,803)
========================== ========= ===========
</TABLE>
(a) Goodwill expense for Jupiter as if this acquisition took place Jan. 1, 1999.
P-4
