ACTRADE INTERNATIONAL LTD
8-K, 1996-08-29
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549




                                                      FORM 8

                                        AMENDMENT TO APPLICATION OR REPORT
                                   Filed pursuant to Section 12, 13 or 15(d) of
                                       THE SECURITIES EXCHANGE ACT OF 1934





                                           ACTRADE INTERNATIONAL, LTD.
                             (Exact name of Registrant as specified in charter)



                                                 Amendment No. 1

The  undersigned   Registrant  hereby  amends  the  following  items,  financial
statements,  exhibits  or other  portions  of its Annual  Report for Fiscal Year
Ended June 30, 1996 on Form 10-KSB as set forth in the pages attached hereto:

         The Section entitled "ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
         FINANCIAL  CONDITION AND RESULTS OF  OPERATIONS,  II.  Revenue  Segment
         Information:  Actrade  Capital,  Inc.  and The Trade  Acceptance  Draft
         Program"  to  correct  the  amount  stated   therein  for  general  and
         administrative  expense from $895,124,  as erroneously  reported in the
         10-KSB  filed,  to  $274,265,  being the actual  amount of general  and
         administrative  expense for Actrade  Capital,  Inc. Also, the effect of
         such  expense is being  corrected  to properly  report that this amount
         represented  a  decrease  in  general  and  administrative  expense  of
         approximately  16%,  rather than an increase of over 272% as previously
         reported.  A new, revised page 13 of Registrants  annual report on Form
         10-KSB is filed herewith to reflect said corrections

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereto duly authorized.

SEC File No.  0-18711


                                                    ACTRADE INTERNATIONAL, LTD.


Dated: August 30, 1996                           By:/s/Amos Aharoni___________
                                                    Amos Aharoni,
                                                    Chief Executive Officer


<PAGE>


Actrade Capital, Inc. and The Trade Acceptance Draft Program.

Following a complete  revision of the operating  plan for Capital in late fiscal
1993,  management developed new trade financing programs intended to be marketed
to  domestic  companies  in the United  States.  Although a  departure  from the
Company's  core  business of  international  trade,  management  believed that a
strong demand for new,  innovative trade financing methods exists among small to
medium sized American companies.  In late fiscal 1993, Capital offered its first
financial  program to assist companies in the management and collection of small
open accounts receivable The TAD Program.

During  fiscal  1994,  the first full year of  operations  for the TAD  Program,
although still in its  development  stage,  Capital  generated gross revenues of
$927,757,  as compared to $247,809  during  fiscal 1993.  During fiscal 1994 the
Company incurred general and  administrative  expenses directly  attributable to
Capital's operations of $180,469 resulting in a loss from Capital's  operations,
before  interest  income and  expenses,  of $76,649.  After  interest  income of
$28,956,  and interest  expense of $1,918,  and provision for taxes of $779, the
net loss from  operations for Capital  during fiscal 1994 was $50,390.  Although
showing a modest  loss,  Capital's  operating  results for fiscal 1994  exceeded
management's expectations.

During fiscal 1995,  management decided to implement an aggressive new marketing
plan for the TAD  Program,  principally  in  response to the  perceived  need to
educate  potential  participants in the Program about how trade acceptances work
and how they  could  benefit  from  the TAD  Program.  Additionally,  management
decided to offer more  conventional  receivables  management  services,  such as
factoring,  to TAD Program  participants to help them with the transition to the
use of trade acceptances.

As a result,  during  fiscal 1995,  Capital  generated  total gross  revenues of
$3,703,493,  almost  300%  higher  than  in  fiscal  1994.  Direct  general  and
administrative expenses for Capital totaled $120,175 during fiscal 1995 and, had
management  not elected to make a year-end  allocation  of indirect  general and
administrative  over-head  costs,  net  income  before  taxes  would  have  been
approximately  $215,153.  However,  due the year-end  allocation to Capital of a
share of the Company's indirect general and  administrative  costs in the amount
of $208,000, Capital reflected net pre-tax income of only $7,153. Management had
elected to make a similar  allocation  of indirect  general  and  administrative
expenses on a quarterly  basis during  fiscal 1996 in order to avoid any interim
distortion of earnings by Capital.

During fiscal 1996, Capital generated gross revenues of $7,993,932,  almost 116%
higher than fiscal  1995,  with direct  general and  administrative  expenses of
$274,265,  an decrease of over 16% from fiscal 1995 (as  adjusted to include the
1995  year-end  allocation).  For the fiscal year ended June 30,  1996,  Capital
operations  reflected a gross  profit of  $526,386,  with net pre-tax  income of
$106,377, an increase of more than 1,387% from fiscal 1995.



                                                      Page 13

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