<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 March 31, 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
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(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
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(Address of principal executive offices)
(212) 697-4441
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(Issuer's Telephone Number)
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(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 [ ] No [ ]
On May 11, 2000, the number of shares of Common Stock of the issuer
outstanding was 3,615,000 shares of Common Stock, par value $.001 per share.
Traditional Small Business Disclosure Format (check one):
Yes: [X] No [ ]
Documents Incorporated By Reference: None.
<PAGE> 2
GENERAL CREDIT CORPORATION
FORM 10-QSB
QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements............................................................................. 1
Consolidated Condensed Balance Sheets,
March 31, 2000 and December 31, 1999................................................. F-1
Consolidated Condensed Statements of Operations for the
Three Months Ended March 31, 2000 and 1999........................................... F-2
Consolidated Condensed Statements of Cash Flows for the
Three Months Ended March 31, 2000 and 1999........................................... F-3
Notes to Consolidated Condensed Financial Statements....................................... F-4
Item 2. Management's Discussion and Analysis or Plan of Operation.................................. 2
PART II: OTHER INFORMATION
Item 1. Legal Proceedings .............................................................................. 6
Item 2. Changes in Securities and Use of Proceeds....................................................... 7
Item 3. Defaults Upon Senior Securities................................................................. 7
Item 4. Submission of Matters to a Vote of Security Holders............................................. 7
Item 5. Other Information............................................................................... 7
Item 6. Exhibits and Reports on Form 8-K................................................................ 8
SIGNATURES................................................................................................... 9
</TABLE>
<PAGE> 3
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 months ended March 31, 2000 are not necessarily
indicative of the results for the year ending December 31, 2000.
1
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GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,588,852 $ 4,509,741
Receivables from customers
and brokers, net 2,465,326 1,794,449
Prepaid expenses and other current
assets 196,375 27,638
------------ ------------
Total current assets 11,250,553 6,331,828
Fixed assets, at cost, less
accumulated depreciation 424,862 446,356
Investment in and advances
to subsidiary 808,514 894,997
Notes receivable - brokers 579,790 587,268
Notes receivable from officer 49,780 52,132
Goodwill and other intangibles, net 321,416 335,916
Other assets 238,023 165,863
------------ ------------
Total $ 13,672,938 $ 8,814,360
============ ============
LIABILITIES
Current liabilities:
Notes and advances payable $ 9,575,379 $ 5,090,796
Accounts payable and accrued
expenses 1,387,016 1,063,343
------------ ------------
Total current liabilities 10,962,395 6,154,139
------------ ------------
Long-term portion of notes
and advances payable 856,195 883,256
------------ ------------
SHAREHOLDERS' EQUITY
Shareholders' equity:
Common shares, $.001 par value,
20,000,000 shares authorized,
3,615,000 shares issued and
outstanding 3,615 3,615
Additional paid-in capital 8,219,938 7,953,938
Stock subscription receivable (79,886) (84,331)
Deficit (6,289,319) (6,096,257)
------------ ------------
1,854,348 1,776,965
------------ ------------
Total $ 13,672,938 $ 8,814,360
============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THE FINANCIAL STATEMENTS.
F-1
<PAGE> 5
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------------
2000 1999
----------- -----------
<S> <C> <C>
FEE INCOME - NET $ 1,428,734 $ 1,104,592
----------- -----------
Expenses:
Selling general and administrative 996,859 916,251
Depreciation and amortization 41,694 39,077
Equity in earnings of subsidiary (90,204) --
Interest expense - net 407,447 219,286
----------- -----------
1,355,796 1,174,614
----------- -----------
Income (loss) before value of stock options
issued 72,938 (70,022)
Fair market value of stock options issued 266,000 --
----------- -----------
Net loss $ (193,062) $ (70,022)
=========== ===========
Net loss per common share $ (.05) $ (.02)
=========== ===========
Weighted average number of
common shares outstanding 3,615,000 3,615,000
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THE FINANCIAL STATEMENTS.
F-2
<PAGE> 6
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2000 1999
------------ ----------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $ (193,062) $ (70,022)
Adjustments to reconcile net (loss) to
net cash used in operating activities:
Equity in earnings of subsidiary (90,204) --
Issuance of stock options 266,000 --
Depreciation and amortization 41,694 39,077
Reduction of stock subscription 4,445 2,303
Bad debt expense 75,000 50,000
Change in assets and liabilities
Receivables from customers and brokers (745,877) (249,674)
Prepaid expenses (168,737) (30,717)
Other assets (63,030) 11,295
Accounts payable and accrued expenses 323,673 72,167
----------- -----------
Net cash used in operating
activities (550,098) (175,571)
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (5,700) (43,239)
Decrease in certificate of deposit -- 150,000
Increases in notes receivable (186,000) --
Collections of notes receivable 193,478 --
Increase in officer's life insurance
receivable (9,130) (9,130)
Investment in and advances to subsidiary 176,687 --
Collection on loans to officer 2,352 676
----------- -----------
Net cash provided by
investing activities 171,687 98,307
----------- -----------
Cash flows from financing activities:
Borrowings under long-term and
short term debt agreements 4,496,902 530,432
Repayments of long-term and
short-term debt (39,380) (703,735)
----------- -----------
Net cash provided by (used in)
financing activities 4,457,522 (173,303)
----------- -----------
Net increase (decrease) in cash and cash
equivalents 4,079,111 (250,567)
Cash and cash equivalents, beginning of
period 4,509,741 1,335,548
----------- -----------
Cash and cash equivalents, end of
period $ 8,588,852 $ 1,084,981
=========== ===========
SUPPLEMENTARY INFORMATION:
Interest paid $ 456,771 $ 244,074
=========== ===========
Taxes paid $ 4,690 $ 20,247
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THE FINANCIAL STATEMENTS.
F-3
<PAGE> 7
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, contained in the Company's Annual Report on Form 10-KSB.
Results of operations for the three months ended March 31, 2000 are not
necessarily indicative of the results for a full year.
NOTE 2 - ACQUISITIONS
NEW YORK PAYROLL FACTORS ("NYPF")
In 1996, the Company entered into a definitive agreement to acquire NYPF and
made non-refundable payments of $200,000. Since the acquisition did not close by
November 15, 1996, the closing date stipulated in the original agreement, the
deposit of $200,000 was expensed to operations during fiscal 1996. On January
13, 1997, the Company and NYPF entered into a new agreement to acquire NYPF for
$4,500,000 in cash and 125,000 shares of common stock. The acquisition of NYPF
was closed in May 1997 upon the conclusion of the public offering. The value
assigned to the shares issued was $3.083 a share, which equals their value in
the public offering. This acquisition was treated as a purchase for accounting
purposes and the operations of NYPF have been included in the consolidated
statement of operations from May 2,1997. The Company recorded goodwill of
$4,497,691 and a covenant not-to-compete of $350,000 relating to the NYPF
acquisition. During the year ended December 31, 1998, the Company wrote off the
remaining unamortized portion of the goodwill and the covenant not-to-compete.
F-4
<PAGE> 8
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - ACQUISITIONS (CONT'D)
ACE VENTURE, INC. ("ACE")
On September 30, 1997 the Company acquired the operations of Ace (an
exclusive sales agent of the Company) for $489,500 (which includes legal costs
of $9,500). The purchase price was paid for by the Company by its issuance of
notes totaling $380,000 and cash of $109,500. The notes bear interest at 10% a
year and are payable in equal monthly installments of $7,040 for principal and
interest over 72 months to October 2003. This acquisition was treated as a
purchase for accounting purposes and the operations of Ace have been included in
the consolidated statement of operations from October 1,1997. The Company
recorded goodwill of $232,000 and a covenant not-to-compete of $232,000 relating
to the Ace acquisition.
CASH PAYROLL EXPRESS LLC ("CPE")
On April 27, 1999 the Company acquired 50% of the operations of CPE for
$320,500 (which includes legal and other costs of $10,500). The purchase price
was paid by the Company by its issuance of notes totaling $120,000 and cash of
$200,500. The notes bear interest at 7% a year and are payable in equal monthly
installments of $2,377 over 60 months. In addition, the Company was obligated to
pay an additional $215,000 based upon the earnings of CPE. This acquisition was
accounted for on the equity method in the same manner as a corporate joint
venture. The Company recorded goodwill of $510,500 and a covenant not-to-compete
of $15,000 relating to the CPE acquisition, which is included in its investment.
F-5
<PAGE> 9
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.
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 card sales slips ("Credit Card Sales Slips") has not been
a material part of the Company's business.
RESULTS OF OPERATIONS
For the three months ended March 31, 2000, the Company derived fee
income of $1,428,734 from the purchase of checks and credit card sales slips,
compared to $1,104,592 for the three months ended March 31, 1999. The face
amount of checks purchased during the three months ended March 31, 2000 was
approximately $135,286,000 compared to $102,133,000 for the three months ended
March 31, 1999, and the face amount of credit card sales slips purchased during
the three months ended March 31, 2000 was approximately $2,313,000 compared to
$502,000 for the three months ended March 31, 1999.
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 months
ended March 31, 2000 and March 31, 1999 was $996,859 and $916,251, respectively,
which represents 70% and 83% of fee income, 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
expenses. In addition, included in the selling, general and administrative
expenses for the three month period ended March 31, 2000 is an increase in the
allowance for bad debts in the amount of $75,000 (the "Allowance").
For the three month period ended March 31, 2000, interest expense, net
of interest income, was $407,447, which reflects the high interest rate the
Company is paying for its borrowings compared to $219,286 for the three months
ended March 31, 1999. The increase in interest expense results from additional
borrowings made by the Company during the three months ended March 31, 2000 as
compared to the three months ended March 31, 1999.
For the three months ended March 31, 2000, the Company incurred
non-cash expenses of $389,825 as compared to $89,077 for the three months ended
2
<PAGE> 10
March 31, 1999, consisting primarily of the non-cash expenses associated with
the issuance by the Company of stock options to acquire 225,000 shares of the
Company's Common Stock, 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 an increase in the allowance for bad debts in
the amount of $75,000 compared to $50,000 for the three months ended March 31,
1999. The Company recorded a one-time non-recurring charge in the fourth quarter
of 1998 of approximately $4.65 million, or ($1.32) per share relating to the
elimination of the remaining balance of the goodwill and the covenant not to
compete from the NYPF Business Combination. Accordingly, the Company during the
quarters ended March 31, 2000 and 1999 did not incur any expense or amortization
cost relating to the NYPF Business Combination.
Net loss for the three months ended March 31, 2000 was $193,062 or $.05
per share, compared to $70,022 or $.02 per share for the three months ended
March 31, 1999.
Earnings before taxes, depreciation, and the increase in allowance for
bad debts and amortization ("EBTDA") during the three months ended March 31,
2000 was $201,453 or approximately $.06 per share per the weighted average
number of shares outstanding compared to $39,302 or $.01 per share for the three
months ended March 31, 1999. 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 $43,772 as of March 31, 2000 (the "Zellermaier
Loan"); (v) a demand loan from an entity controlled by Irwin Zellermaier, Ann
Nimberg, the wife of Gerald Nimberg, the Company's President, Chief Operating
Officer, acting Chief Financial Officer and a member of the Company's Board of
Directors 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
$946,321 as of March 31, 2000 (the "Zellermaier Entity Loan"); (vi) a term loan
due July 2000 from a bank in the principal amount of $250,000 (the "$250,000
Bank Loan"); (vii) a demand loan from an unaffiliated third party in the
principal amount of $4,439,840 as of March 31, 2000 (the "$4,439,840 Loan");
(viii) a demand loan from Marjory Nimberg, Gerry Nimberg's sister in the amount
of $100,800 as of March 31, 2000 (the "Marjory Nimberg Loan"); (ix) a demand
3
<PAGE> 11
loan from an unaffiliated third party in the principal amount of $177,372 as of
March 31, 2000; (x) a demand loan from an employee of the Company in the
principal amount of $80,000 as of March 31, 2000 (the "80,000 Loan"); (xi)
demand loans from unaffiliated third parties in the principal amount of
$1,042,000 as of March 31, 2000 (the "1,042,000 Loans") and (xii) 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 (the "Uncollected Check
Loans"). Prior to June 1999, when the funding ceased, the Company was receiving
financing from a long term working capital credit facility provided by a
corporation, in part owned by Gerald Schultz, the former owner of the Check
Factoring business of the Company and Ann Nimberg, the wife of Gerald Nimberg,
the President, Chief Operating Officer and acting Chief Financial Officer of the
Company.
As of March 31, 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.
Pursuant to the $500,000 Loan, the Company is obligated to pay, on a
monthly basis, interest only at 21% 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 Company may prepay the $500,000 Loan without
premium or penalty.
As of March 31, 2000, the principal amount owed under the Zellermaier
Loan was approximately $42,374. 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 March 31, 2000, the principal amount owed under the Zellermaier
Entity Loan was $946,321. During the three months ended March 31, 2000, the
Company repaid to the Zellermaier Entity the sum of $49,000 along with interest
at the rate of 21% per annum on the Zellermaier Entity Loan. 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 March 31, 2000, the principal amount owed under the $250,000 Bank
Loan was $250,000. Pursuant to the $250,000 Bank Loan the Company is obligated
to pay interest amounts monthly at four basis points above the prime rate of
interest and is obligated to repay all accrued but unpaid principal amounts in
July 2000.
As of March 31, 2000, the principal amount owed under the $4,439,840
Loan was $4,439,840, which amount is payable by the Company upon demand.
Interest at two basis points above the prime rate of interest on the $4,439,840
Loan is paid by the Company monthly. During the three months ended March 31,
2000, the Company borrowed $3,472,000 under the $4,439,840 Loan.
As of March 31, 2000 the amount owed under the Marjory Nimberg Loan was
$100,800 which includes interest accrued at 21% per annum. The Marjory Nimberg
Loan is payable by the Company upon demand.
As of March 31, 2000, the amount owed under the $80,000 Loan was
4
<PAGE> 12
$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 March 31, 2000, the amount owed under the $1,042,000 Loans is
$1,042,000 which is payable by the Company upon demand. Interest ranging from at
17% to 20% per annum is payable monthly by the Company on the $1,042,000 Loans.
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 March 31, 2000, the Company had available cash and cash
equivalents and certificates of deposit of approximately $8,589,000 as compared
to approximately $4,510,000 as of December 31, 1999. This increase in cash is
due principally to the elimination of the Company's obligation to maintain
collateral in the form of restricted cash as was required under the Long Term
Loan.
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).
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.
5
<PAGE> 13
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 is currently a defendant in a lawsuit brought by an
unaffiliated third party individual who seeks to have a parcel of improved real
property located in Brooklyn, New York previously owned by the Company
transferred back to the unaffiliated third party individual on the basis of
fraud committed by the Company (the "Real Property Suit"). The improved real
property was initially transferred to the Company in consideration for amounts
owed to the Company. The unaffiliated third party individual's claim also seeks
damages for "over reaching" against the Company in the amount of $1,000,000. The
Company is vigorously defending the lawsuit and based on advice of its counsel,
believes the action is without merit or legal basis. The Company has transferred
back to the unaffiliated third party the improved real property. The Company has
been informed by the unaffiliated third party that it has petitioned for the
Real Property Suit, together with the "over reaching" claim against the Company
to be voluntarily dismissed with prejudice.
In April 2000 the Company was 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.
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.
6
<PAGE> 14
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The following table sets forth information pertaining to options that
the Company has granted and issued to certain individuals during the three month
period ended March 31, 2000:
<TABLE>
<CAPTION>
EXERCISE PAR
NAME SHARES DATE OF GRANT EXPIRATION PRICE VALUE
- ---------------------------- ------------- ----------------------- ---------------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Irwin Zellermaier 100,000 January 30, 2000 January 29, 2002 .63 $.001
- ---------------------------- ------------- ----------------------- ---------------------- -------------- -----------
Gerald Nimberg 100,000 January 30, 2000 January 30, 2002 .63 $.001
- ---------------------------- ------------- ----------------------- ---------------------- -------------- -----------
Greg Ronan 300,000 January 30, 2000 January 30, 2002 .63 $.001
- ---------------------------- ------------- ----------------------- ---------------------- -------------- -----------
Brad Scheiner 100,000 January 30, 2000 January 30, 2002 .63 $.001
- ---------------------------- ------------- ----------------------- ---------------------- -------------- -----------
Daniel Kang 50,000 January 30, 2000 January 30, 2002 .63 $.001
- ---------------------------- ------------- ----------------------- ---------------------- -------------- -----------
Martin Schackner 100,000 March 22, 2000 March 22, 2002 1 $.001
- ---------------------------- ------------- ----------------------- ---------------------- -------------- -----------
Michael Guidice 25,000 March 22, 2000 March 22, 2002 2.375 $.001
- ---------------------------- ------------- ----------------------- ---------------------- -------------- -----------
</TABLE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
During the first quarter ended March 31, 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 February 2, 2000, the Company entered into a non-binding Memorandum
of Understanding with Diamond Dealing.com, Inc. ("DDI"), a company intending to
develop an Internet-based marketplace for diamonds, gems, pearls, and other
precious stone trading. The Memorandum of Understanding summarizes and confirms
the discussions to date between the Company and DDI regarding the proposal that
the Company acquire substantially all of the assets of DDI, subject to the
liabilities of DDI in exchange for the issuance by the Company of approximately
24,423,000 shares of the Company's Common Stock. The Company's acquisition of
the assets of DDI is subject to the completion of satisfactory due diligence,
the execution of a definitive agreement regarding the acquisition, third party
approvals and other customary conditions precedent. In the event the acquisition
of DDI is consummated, there will be a change in the majority equity ownership
and management of the Company. Since the date of the Memorandum of
7
<PAGE> 15
Understanding, the Company has engaged in continuous discussions and due
diligence regarding DDI and the transactions contemplated under the Memorandum
of Understanding. In connection with the discussions with DDI, the Company is
evaluating several alternatives regarding whether, and to what extent, to
continue its current check factoring business.
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.
8
<PAGE> 16
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: May 19, 2000 By: /s/ IRWIN ZELLERMAIER
-------------------------------------
Irwin Zellermaier, Chief
Executive Officer
Date: May 19, 2000 By: /s/ GERALD NIMBERG
-------------------------------------
Gerald Nimberg, Principal Financial
and Accounting Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS OF GENERAL
CREDIT CORPORATION FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 8,588,852
<SECURITIES> 0
<RECEIVABLES> 2,723,326
<ALLOWANCES> 258,000
<INVENTORY> 0
<CURRENT-ASSETS> 11,250,553
<PP&E> 581,772
<DEPRECIATION> 156,910
<TOTAL-ASSETS> 13,672,938
<CURRENT-LIABILITIES> 10,962,395
<BONDS> 0
0
0
<COMMON> 3,615
<OTHER-SE> 1,850,733
<TOTAL-LIABILITY-AND-EQUITY> 13,672,938
<SALES> 1,428,734
<TOTAL-REVENUES> 1,428,734
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,229,553
<LOSS-PROVISION> 75,000
<INTEREST-EXPENSE> 407,447
<INCOME-PRETAX> (193,062)
<INCOME-TAX> 0
<INCOME-CONTINUING> (193,062)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (193,062)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
</TABLE>
