<PAGE> 1
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 September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-28910
GENERAL CREDIT CORPORATION
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
NEW YORK 13-3895072
----------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
370 LEXINGTON AVENUE, SUITE 2000
NEW YORK, NEW YORK 10017
----------------------------------------
(Address of principal executive offices)
(212) 697-4441
--------------------------
(Issuer's Telephone Number)
----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
On November 15, 2000, the number of shares of Common Stock of the
issuer outstanding was 3,662,550 shares of Common Stock, par value $.001 per
share.
Traditional Small Business Disclosure Format (check one):
Yes [X] No [ ]
Documents Incorporated By Reference: None
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GENERAL CREDIT CORPORATION
FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements.............................................................................1
Consolidated Condensed Balance Sheets,
September 30, 2000 and December 31, 1999.............................................2
Consolidated Condensed Statements of Operations for the
Three and Nine Months Ended September 30, 2000 and 1999..............................3
Consolidated Condensed Statements of Cash Flows for the
Nine Months Ended September 30, 2000 and 1999........................................4
Notes to Consolidated Condensed Financial Statements.......................................5
Item 2. Management's Discussion and Analysis or Plan of Operation........................................6
PART II: OTHER INFORMATION
Item 1. Legal Proceedings..............................................................................10
Item 2. Changes in Securities and Use of Proceeds......................................................10
Item 3. Defaults Upon Senior Securities................................................................11
Item 4. Submission of Matters to a Vote of Security Holders............................................11
Item 5. Other Information..............................................................................11
Item 6. Exhibits and Reports on Form 8-K...............................................................11
SIGNATURES..................................................................................................12
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited, condensed financial statements included herein, have
been prepared in accordance with the requirements of Regulation S-B and
supplementary financial information included herein, if any, has been prepared
in accordance with Item 310(b) of Regulation S-B and, therefore, omit or
condense certain footnotes and other information normally included in financial
statements prepared in accordance with generally accepted accounting principles.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the financial
information for the interim periods reported have been made. Results of
operations for the three and nine months ended September 30, 2000 are not
necessarily indicative of the results for the year ending December 31, 2000.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,257,241 $ 4,509,741
Receivables from customers
and brokers, net 2,179,177 1,794,449
Prepaid expenses and other
current assets 154,736 27,638
------------ ------------
Total current assets 8,591,154 6,331,828
Fixed assets, at cost, less
accumulated depreciation 408,214 446,356
Investment in and advances
to subsidiary 1,332,946 894,997
Notes receivable - brokers 507,465 587,268
Notes receivable from officer 45,078 52,132
Goodwill and other intangibles, net 292,416 335,916
Other assets 331,299 165,863
------------ ------------
Total $ 11,508,572 $ 8,814,360
============ ============
LIABILITIES
Current liabilities:
Notes and advances payable $ 8,059,951 $ 5,090,796
Accounts payable and accrued
expenses 782,650 1,063,343
------------ ------------
Total current liabilities 8,842,601 6,154,139
------------ ------------
Long-term portion of notes
and advances payable 951,910 883,256
------------ ------------
SHAREHOLDERS' EQUITY
Shareholders' equity:
Common shares, $.001 par value, 20,000,000 shares authorized,
3,662,550 shares and 3,615,000 shares issued and
outstanding, respectively 3,663 3,615
Additional paid-in capital 8,274,778 7,953,938
Stock subscription receivable (70,794) (84,331)
Deficit (6,493,586) (6,096,257)
------------ ------------
1,714,061 1,776,965
------------ ------------
Total $ 11,508,572 $ 8,814,360
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- -----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Fee income - net $ 4,436,511 $ 3,579,869 $ 1,645,693 $ 1,276,401
----------- ----------- ----------- -----------
Expenses:
Selling general and
administrative 3,313,991 2,819,052 1,229,198 1,046,004
Depreciation and amortization 121,633 119,344 38,119 35,964
Loss on fixed asset abandonment 44,145 -- 44,145 --
Equity in income of subsidiary (334,252) (107,660) (125,063) (65,569)
Interest expense - net 1,367,435 785,651 570,124 269,606
----------- ----------- ----------- -----------
4,512,952 3,616,387 1,756,523 1,286,005
----------- ----------- ----------- -----------
Income (loss) before value of
stock and stock options
issued (76,441) (36,518) (110,830) (9,604)
Stock and stock options issued 320,888 -- 5,911 --
----------- ----------- ----------- -----------
Net income (loss) $ (397,329) $ (36,518) $ (116,741) $ (9,604)
=========== =========== =========== ===========
Net income (loss) per common share $ (0.11) $ (0.01) $ (0.03) $ --
=========== =========== =========== ===========
Weighted average number of
common shares outstanding 3,634,020 3,615,000 3,662,550 3,615,000
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows from operating activities:
Net (loss) $ (397,329) $ (36,518)
Adjustments to reconcile net (loss) to
net cash (used in) provided by
operating activities:
Equity in earnings of subsidiary (334,252) (107,660)
Issuance of stock and stock options 320,888 --
Abandonment of fixed assets 44,145
Depreciation and amortization 121,633 119,344
Reduction of stock subscription 13,537 10,318
Bad debt expense 225,000 150,000
Change in assets and liabilities
Receivables from customers and brokers (609,728) (750,990)
Prepaid expenses (127,098) 3,125
Other assets (138,046) (28,094)
Accounts payable and accrued expenses (280,693) 204,712
----------- -----------
Net cash (used in) provided by
operating activities (1,161,943) (435,763)
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (84,136) (148,975)
Decrease in certificate of deposit -- 150,000
Increases in notes receivable (186,000) --
Collections of notes receivable 265,803 --
Increase in officer's life insurance
receivable (27,390) (27,390)
Investment in and advances to subsidiary (103,697) (242,245)
Collection on loans to officer 7,054 3,910
----------- -----------
Net cash provided by (used in)
investing activities (128,366) (264,700)
----------- -----------
Cash flows from financing activities:
Borrowings under long-term and
short term debt agreements 4,909,070 3,668,889
Repayments of long-term and
short term debt (1,871,261) (2,915,418)
Cash restricted for debt payments -- 1,700,000
----------- -----------
Net cash provided by
financing activities 3,037,809 2,453,471
----------- -----------
Net increase in cash and cash
equivalents 1,747,500 1,753,008
Cash and cash equivalents, beginning
of period 4,509,741 1,335,548
----------- -----------
Cash and cash equivalents, end of period $ 6,257,241 $ 3,088,556
=========== ===========
SUPLEMENTARY INFORMATION:
Interest paid $ 1,422,324 $ 820,467
=========== ===========
Taxes paid $ 4,690 $ 20,247
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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GENERAL CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The unaudited, condensed consolidated financial statements included herein,
commencing at page F-1, have been prepared in accordance with the requirements
of Regulation S-B and supplementary financial information included herein, if
any, has been prepared in accordance with Item 310 (b) of Regulation S-B and,
therefore, omit or condense certain footnotes and other information normally
included in financial statements prepared in accordance with generally accepted
accounting principles. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
financial information for the interim periods reported have been made. The
financial statements should be read in conjunction with the financial statements
and notes thereto, together with Management's Discussion and Analysis of
Financial Condition or Plan of Operation, contained in the Company's 1999 Annual
Report on Form 10-KSB. Results of operations for the nine and three months ended
September 30, 2000 are not necessarily indicative of the results for a full
year.
NOTE 2 - ACQUISITIONS
CASH PAYROLL EXPRESS LLC ("CPE")
On April 27, 1999 the Company acquired an 80.5% common stock ownership in CPE.
However, as a result of a related stockholders agreement, control of CPE and the
Company's share of its earnings are divided equally between the Company and
CPE's minority common shareholder. Accordingly, the Company's interest in CPE is
accounted for on the equity method of accounting. The Company's condensed
consolidated financial information previously reported for the nine and three
months ended September 30, 1999 included the accounts of CPE on a fully
consolidated basis. The Company's condensed consolidated financial information
for the nine and three months ended September 30, 1999 included herein have been
restated to reflect the equity method of accounting for this investment. While
this change had no effect on previously reported net loss and loss per share,
previously reported revenues were reduced by $322,820 and $193,519 for the nine
and three months ended September 30, 1999, respectively.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION OR PLAN OF
OPERATION OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS
REPORT.
OVERVIEW
General Credit Corporation (the "Company") was organized in February
1995. From its inception through May 2, 1997, the Company's operations were
limited to administrative activities. On May 2, 1997, the Company acquired
substantially all of the assets of New York Payroll Factors, Inc. ("NYPF")
concurrently with the closing of the Company's initial public offering of
securities (the "IPO") and commenced operations. For approximately seven years
prior to the IPO, NYPF had been engaged in providing working capital financing
to its customers through the discounted purchase of checks (commonly referred to
as "Check Factoring"). Since May 3, 1997 the Company has provided check
factoring services to its customers, generally on a non-recourse basis with
respect to its customers except to the extent of forged signatures on and stop
payments of the purchased checks. In September 1997 the Company commenced
purchasing credit card sales slips on a discounted non- recourse basis. To date,
the purchase of credit sales slips has increased quarter to quarter, and
currently represents approximately 10% of the Company's fee income.
RESULTS OF OPERATIONS
For the three and nine months ended September 30, 2000, the Company
derived fee income of $1,645,693 and $4,436,511, respectively, from the purchase
of checks and credit card sales slips, compared to $1,276,401 and $3,579,869 for
the three and nine months ended September 30, 1999, respectively. The face
amount of checks purchased during the three and nine months ended September 30,
2000 was $158,803,994 and $446,212,607, respectively, compared to $129,024,896
and $349,506,945, for the three and nine months ended September 30, 1999,
respectively and the face amount of credit card sales slips purchased, including
amounts advanced by the Company, the repayment obligations of which are
collateralized by credit card receivables during the three and nine months ended
September 30, 2000 was $5,706,991 and $13,039,482, respectively, compared to
$1,398,683 and $2,699,360, for the three and nine months ended September 30,
1999, respectively. The Company's condensed financial information for the three
and nine months ended September 30, 1999 was restated to reflect the recording
of the Company's investment in Cash Payroll Express, LLC under the equity method
of accounting. This change had no effect on previously reported net loss per
share but reduced previously reported fee income by $193,519 and $322,820 for
the three and nine months ended September 30, 1999, respectively.
Selling, general and administrative expenses, including, among other
expenses, amounts paid in respect of sales representatives, payroll and related
expenses and office overhead costs (including rent) during the three and nine
months ended September 30, 2000 was $1,229,198 and $3,313,991, respectively
compared to $1,046,004 and $2,819,052 for the three and nine months ended
September 30, 1999, respectively. The increase in the selling, general and
administrative expenses is due to the expenses associated with new locations,
including, among other things, increased payroll and rental
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expenses. In addition, included in the selling, general and administrative
expenses for the three and nine months ended September 30, 2000 is an increase
in the allowance for bad debts of $75,000 and $225,000, respectively.
For the three and nine months ended September 30, 2000 interest
expense, net of interest income, was $570,124 and $1,367,435, respectively which
reflects the high interest rate the Company is paying for its borrowings as well
as increased borrowings, compared to $269,606 and $785,651 for the three and
nine months ended September 30, 1999, respectively.
For the three and nine months ended September 30, 2000, the Company
incurred non-cash expenses of $170,306 and $745,059, as compared to $90,407 and
$276,750 for the three and nine months ended September 30, 1999, respectively,
consisting primarily of costs associated with the issuance by the Company of (i)
stock options to acquire 230,000 shares of the Company's Common Stock issued to
persons who are neither officers nor directors of the Company; (ii) 47,550
shares of Common Stock to its employees, (iii) the amortization of the
intangible assets resulting from the purchase of the business of a commissioned
agent in September 1997 and another company in April 1999, and (iv) an increase
in the allowance for bad debts of $75,000 and $225,000 for the three and nine
month periods ended September 30, 2000, respectively.
Net loss for the three months ended September 30, 2000 was $116,741
($.03 per share) and the net loss for the nine months ended September 30, 2000
was $397,329 ($.11 per share). Net loss for the three and nine months ended
September 30, 1999 was $9,604 ($.00 per share) and $36,518 ($.01 per share),
respectively.
Earnings before taxes, depreciation, the increase in allowance for bad
debts, amortization and common stock and value of stock options issued ("EBTDA")
during the three and nine months ended September 30, 2000 was $53,565 or
approximately $.01 per share and $347,730 or approximately $.10 per share,
respectively. EBTDA for the three and nine months ended September 30, 1999 was
$89,803 and $267,232, respectively. EBTDA is not presented as an alternative to
operating results or cash flow from operations as determined by generally
accepted accounting principles ("GAAP"), but rather to provide additional
information related to the ability of the Company to meet current trade
obligations and debt service requirements. EBTDA should not be considered in
isolation from, or construed as having greater importance than, GAAP operating
income or cash flows from operations as a measure of an entity's performance.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements generally increase proportionately
to the aggregate face amount of checks purchased, although more rapid collection
of purchased checks can mitigate the Company's cash needs. The Company finances
its operations principally through (i) cash flow generated from operations; (ii)
a $500,000 working capital loan (the "$500,000 Loan") provided by the wife of a
sales representative of the Company; (iii) a demand loan from an unaffiliated
third party in the principal amount of $2.15 million (the "$2.15 Million Dollar
Loan"); (iv) a term loan due March 2003 from Irwin Zellermaier, the Company's
Chief Executive Officer and Chairman of the Board in the principal amount of
$35,821 as of September 30, 2000 (the "Zellermaier Loan"); (v) a demand loan
from an entity controlled
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by Irwin Zellermaier and Greg Ronan, a director of the Company and an attorney
with a law firm who provides legal services to the Company, in the principal
amount of $441,034 as of September 30, 2000 (the "Zellermaier Entity Loan");
(vi) a demand loan due from a bank in the principal amount of $150,000 as of
September 30, 2000 (the "$150,000 Demand Loan"); (vii) a demand loan from
Marjory Nimberg, the sister-in-law of Gerald Nimberg, the Company's President,
Chief Operating Officer, acting Chief Financial Officer and a member of the
Company's Board of Directors, in the amount of $224,555 as of September 30, 2000
(the "Marjory Nimberg Loan"); (viii) a demand loan from an employee of the
Company in the principal amount of $80,000 as of September 30, 2000 (the "80,000
Loan"); (ix) demand loans from unaffiliated third parties in the aggregate
principal amount of approximately $1,777,000 as of September 30, 2000 (the
"Aggregate Loans"); (x) a working capital credit facility in the aggregate
original principal amount of up to $2.1 million (the "Credit Facility") provided
by a corporation (the "Affiliated Corporation"), in part owned by Gerald
Schultz, the former owner of NYPF and Ann Nimberg, the wife of Gerald Nimberg,
and (xi) short term working capital loan arrangements with various banks and
lenders, unaffiliated with the Company, who extend credit to the Company based
upon uncollected checks purchased by the Company and deposited for payment. This
credit has, from time to time, reached approximately $3 million and is typically
repaid with interest or uncollected bank charges daily or every few days.
Pursuant to the $500,000 Loan, the Company is obligated to pay, on a
monthly basis, only interest at 18% per annum on the outstanding principal
amount under the $500,000 Loan. All accrued but unpaid interest together with
the principal amount outstanding under the $500,000 Loan is due to be repaid by
the Company in November 2001. The principal amount outstanding under the
$500,000 Loan as of September 30, 2000 was $500,000. The Company may prepay the
$500,000 Loan without premium or penalty.
As of September 30, 2000, the principal amount owed under the $2.15
Million Dollar Loan was $2.15 million, which amount is payable by the Company
upon demand. Interest at 24% per annum on the $2.15 Million Dollar Loan is paid
by the Company monthly.
As of September 30, 2000, the principal amount owed under the
Zellermaier Loan was $35,821. The Company is obligated to make monthly payments
on the Zellermaier Loan through March 2003 consisting of principal and interest
at 11.9% per annum.
As of September 30, 2000, the principal amount owed under the
Zellermaier Entity Loan was $441,034. The principal amount of the Zellermaier
Entity Loan is repayable by the Company on demand. Interest at 21% per annum is
payable monthly by the Company on the Zellermaier Entity Loan.
As of September 30, 2000, the principal amount owed under the $150,000
Demand Loan was $150,000. The $150,000 Demand Loan is repayable by the Company
upon demand. Interest at four basis points above the prime rate of interest is
payable monthly by the Company on the $150,000 Demand Loan.
As of September 30, 2000 the amount owed under the Marjory Nimberg Loan
was $224,555 which includes interest accrued at 21% per annum. The Marjory
Nimberg Loan is payable by the Company upon demand.
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As of September 30, 2000, the amount owed under the $80,000 Loan was
$80,000 which is payable by the Company upon demand. Interest at 21% per annum
is payable monthly by the Company on the $80,000 Loan.
As of September 30, 2000, the amount owed under the Aggregate Loans is
$1,777,000 which is payable by the Company upon demand. The interest rates range
from 17% to 21% per annum payable monthly by the Company on the Aggregate Loans.
Pursuant to the terms of the Credit Facility, the Affiliated
Corporation established a credit facility in favor of the Company in the
aggregate principal amount of $2.1 million. Interest at 23% per annum is payable
monthly by the Company pursuant to the Credit Facility. As of September 30,
2000, the amount of credit extended by the Affiliated Corporation to the Company
under the Credit Facility was $2.1 million. The Company's repayment obligations
under the Credit Facility are secured by uncollected checks purchased by the
Company with amounts advanced to the Company under the Credit Facility. The
Credit Facility requires that the Company maintain collateral in the form of
uncollected purchased checks or cash in the minimum amount of $2.1 million (the
"Collateral Requirement"). Pursuant to the Credit Facility, the full amount of
the Credit Facility is due and payable, in the event, among other things: (i)
the Company's fee income is less than $1 million each quarter; (ii) the
Company's cash balances are less than $4 million (which amounts are exclusive of
the Collateral Requirement); or (iii) the Company does not deliver to the
Affiliated Corporation its audited financial statements before the date which is
90 days from December 31. The term of the Credit Facility runs through January
31, 2001 and contains a twelve month extension right in favor of the Company.
In order for the Company to grow and purchase checks, it requires
capital. To date, the Company has not had adequate cash resources to satisfy the
demand it perceives for its check purchasing services. To the extent the Company
has borrowed capital, it has incurred very high interest rates. The Company is
currently seeking additional debt or equity financing to replace the financing
previously provided by the Long Term Loan and to attempt to fund expansion of
the Company's business. There can be no assurances that additional financing
will be available on terms favorable to the Company, if at all. If adequate
funds are not available or are not available on acceptable terms, the Company
may not be able to maintain or improve operating results, fund growth, take
advantage of certain acquisition opportunities or respond to competitive
pressures.
As of September 30, 2000, the Company had available cash and cash
equivalents and certificates of deposit of $6,257,241 as compared to$4,509,741
as of December 31, 1999.
EFFECTS OF INFLATION
The Company believes that the results of its operations could be
materially impacted by inflation, including increases in interest rates
generally, if inflation materially adversely affected the operations of the
Company's customers and their customers, and if inflation materially increased
the Company's costs of obtaining working capital (e.g., if the Company entered
into larger lines of credit in lieu of its maintaining some of the current bank
deposits against which it negotiates checks purchased by it).
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FORWARD LOOKING INFORMATION MAY PROVE INACCURATE
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements and information relating to the Company that are based on the beliefs
of management, as well as assumptions made by and information currently
available to the Company. When used in this document, the word "anticipate,"
"believe," "estimate," "expect" and "intends" and similar expressions, as they
relate to the Company, are intended to identify forward-looking statements. Such
statements reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions,
including the uncertainty associated with the Company's acquisition of
additional financing, those described in this Quarterly Report on Form 10-QSB,
the Company's Registration Statement on Form SB-2 (SEC File No. 333-09831)
declared effective by the Securities and Exchange Commission on April 25, 1997
and periodic reports filed by the Company. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. The Company does not intend to update these
forward-looking statements.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is currently a plaintiff in a lawsuit against a bank
seeking $2 million of damages arising out of an alleged breach of contract and
alleged improper return of checks. In connection with this lawsuit, the bank has
counter-claimed against the Company seeking $10 million in damages arising out
of bank charges for returned checks which the bank alleges the Company has not
paid (the "$10 Million Counterclaim"). In addition, the bank has filed a
separate counterclaim against the Company seeking $204,000 in damages arising
from returned checks. The Company is vigorously defending against the
counterclaims. Based on advice of its counsel, the Company believes the $10
Million Counterclaim is without merit or legal basis.
The Company has been served with a complaint from an unaffiliated third
party plaintiff alleging that the Company refused to comply with the plaintiff's
request to remove the transfer restrictions on 215,000 shares of Common Stock
allegedly owned by the plaintiff. The plaintiff has requested a judgment be
entered in the amount of approximately $600,000 or in the alternative that the
court order the Company to immediately remove the transfer restrictions on such
shares allegedly owned by the plaintiff. The Company is currently evaluating the
allegations made in the complaint and presently intends to vigorously defend
against the allegations made therein.
The Company is engaged from time to time as plaintiff in litigation
relating to collection of returned checks. Such litigation has not historically
had any material effect on its financial condition or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
During the third quarter ended September 30, 2000, no matters were
submitted to a vote of security holders of the Company, through the solicitation
of proxies or otherwise.
ITEM 5. OTHER INFORMATION
On July 18, 2000 the Company and its wholly owned subsidiary
corporation DDI Acquisition Corp. ("Acquisition") entered into an Agreement and
Plan of Merger and Reorganization (the "Agreement") with Diamond Dealing.com,
Inc. ("Diamond") pursuant to which, subject to certain conditions precedent,
Acquisition is to be merged with and into Diamond. The Company has been informed
by Diamond that Diamond has experienced delays in accomplishing certain
objectives in its business plan. The Company and Diamond continue to pursue the
transaction upon the terms and subject to the conditions of the Agreement. Based
on the information received from Diamond, there is no assurance that the
transaction with Diamond will be consummated upon the terms and subject to the
conditions of the Agreement, if at all.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
NUMBER DESCRIPTION
------ -----------
27.1 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
None.
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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 by the undersigned, thereunto duly
authorized.
GENERAL CREDIT CORPORATION
Date: November 15, 2000 By: /s/ IRWIN ZELLERMAIER
------------------------------
Irwin Zellermaier,
Chief Executive Officer
Date: November 15, 2000 By: /s/ GERALD NIMBERG
-----------------------------
Gerald Nimberg,
Principal Financial and
Accounting Officer
12
