SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For Fiscal Year Ended March 31, 1999
Commission File No. 33-17774-NY
TEMPORARY TIME CAPITAL CORP.
----------------------------
(Exact name of registrant as specified in its charter)
93-0955290 Colorado
---------- --------
(I.R.S. Employer Id.) (State of Corporation)
317 Madison Avenue Suite 2315 New York. New York 10017
------------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 661-4187
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months and (2) has been
subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Shares of Common Stock, $.001 par value outstanding as of March 31, 1999
to non-affiliates are 111,019 (affiliates consist of Directors and
Officers of the Company). As of March 31, 1999 the aggregate market
value of such shares (based upon the average of the opening bid and low
asked prices of the shares) was approximately $319,052.
Documents incorporated by reference:
NONE
<PAGE>
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Temporary Time Capital Corp. (the "Company") was incorporated under
the laws of the State of Colorado on June 16, 1987. The Company was
formed as a vehicle to obtain capital and to investigate and evaluate
businesses with the ultimate goal of acquiring businesses that would
have the potential for profit.
The Company entered the personnel services industry in August 1988
by acquiring several small temporary and permanent placement personnel
agencies. All of these subsidiaries, have since become inactive due to
the disassociation of key personnel from the Company and have been
dissolved.
On January 1, 1996 the Company acquired all assets and business
interests of On Duty Medical, Inc., and its subsidiaries, On Duty Ohio,
Inc., On Duty Massachusetts, Inc., On Duty New York, Inc. from Maloney
Temps, Inc. On Duty Medical, Inc. is engaged in the home health care and
temporary health care personnel industry. Maloney Temps, Inc. is wholly
owned by Joseph J. Maloney, Chairman, Chief Executive Officer and
president of Temporary Time Capital Corp. The Company in February 1996
re-entered the personnel services industry using the names of Savitt &
Co., Joseph T. Maloney Associates and Temporary Time Capital Corp.
(b) Financial Information About Industry segment
The consolidated financial statements of the Company and its
subsidiaries as of March 31, 1999 are attached hereto.
(c) Narrative Description of Business
Health Care Services
The Company through the acquisition of On Duty Medical, Inc. and
its subsidiaries entered the home and health care market in Ohio,
Connecticut and Massachusetts. On Duty Medical, Inc. has been
traditionally in the field of providing temporary health care personnel,
including registered, licensed practical nurses, and certified nurses
aids to health care facilities such as hospitals, nursing homes and
extended care facilities. The Company has also invested and provides
financing of its affiliated home health care agencies providing services
to Medicare and Medicaid patients in Ohio and Connecticut.
Temporary Office Employment Services
The Company's temporary office services provide clients with the
means of handling such events as vacations, emergency absences, sudden
changes in
<PAGE>
workload, and special projects, in an effective and economic
manner. The temporary workers are employees of the Company and are paid
by the Company while on assignment. The customer pays a fixed hourly
rate for hours worked.
Seasonality
The Company's business is not seasonal but increases during holiday
or traditional vacation months.
Funding
Information concerning the Company's funding of its businesses is
included in this Report on Form 10-K, in the Management's Discussion and
Analysis below, under the caption heading "Liquidity and Capital
Resources," incorporated herein by reference.
New Products
NONE
Markets and Marketing
Information regarding the Company's markets and marketing is also
included in this Report on Form 10-K in the Management's Discussion and
Analysis below, incorporated herein by reference.
Competition
The personnel industry is exceptionally competitive, with clients
generally using more than one employment services companies to satisfy
their personnel placement requirements. In New York City alone, the
primary area served by the Company, there are a substantial number of
employment placement services. These services find and provide employees
for either temporary or permanent positions for their clients.
The industry has seen significant volume increases in the hiring of
temporary personnel over the last few years. While management expects
this trend to level off, the use of temporary personnel has expanded to
include professional positions.
The Company competes locally with large, nationally-based firms
including Manpower, Inc., Kelly Services, Inc., Olsten Corporation and
Robert Half International Inc. Due to their high recognition factor and
advertising expenditures, these firms are formidable forces in the
temporary personnel industry.
<PAGE>
The Company aims to increase its share of the temporary business by
attracting qualified temporary candidates by offering competitive pay,
providing dependable, efficient service to clients, and recruiting
established counselors with industry contacts and operations expertise
to enhance the Company's access to prospective clients and potential
employees.
In the temporary health care field, The Company through On Duty
Medical, Inc. and On Duty Ohio, Inc. likewise face many competitive
factors. The temporary health care personnel market is highly fragmented
and significant competitors are often localized in particular
geographical markets. The Company's largest competitors include Staff
Builders, Inc., Kimberley, Inc., Medical Personnel Pool, Inc., and
Hospital Staffing, Inc. The Company also competes with many other
smaller temporary medical staffing agencies, especially as other
agencies enter the market.
In addition to competing for client accounts, On Duty Medical, Inc.
and On Duty Ohio, Inc. experience intense competition from other
companies in recruiting qualified health care personnel for its
temporary health care business because the United States health care
industry generally faces a shortage of qualified personnel. Like other
temporary business, the Company's success depends, to a significant
degree, on its ability to recruit qualified health care personnel. On
Duty Medical, Inc. and On Duty Ohio, Inc., therefore engage in
aggressive recruitment and provides flexible work schedules and
competitive compensation arrangements.
Major Clients
The Company had no major client in the fiscal year ending March 31,
1999 which accounted for more than 20% of its temporary service revenue.
Employees
As of March 31, 1999, the Company had 35 sales, technical,
administrative and clerical personnel, was paying approximately 850
temporary employees per week and had approximately 6,500 individuals in
its personnel files.
(d) Financial Information About Foreign and Domestic
Operations and Export Sales.
The Company has no foreign operations or export sales. The
Company's operations are within the United States, primarily in the
States of New York, Ohio, Connecticut and Massachusetts.
<PAGE>
ITEM 2. PROPERTIES
The Company owns no real property. The Company leases space located
on terms set forth in the following table:
Square Monthly
Premises Terms of Lease Feet Rental
- -------------------------------------------------------------------
317 Madison Avenue 04/01/1997 - 03/31/2002 1900 $2,495
Suites 2310-2315
New York, NY
51 East 42nd Street 01/01/1999 - 12/31/2001 950 $2,377
Suite 1508
New York, NY
51 East 42nd Street 02/01/1999 - 01/31/2002 120 $ 693
Suite 708
New York, NY
ITEM 3. LEGAL PROCEEDINGS.
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock, par value $.001, is currently listed on
the NASD Bulletin Board and "pink sheets". The Company was declared
effective by the Securities Exchange Commission on April 17, 1988. The
Company was listed in the "pink sheets" since May 16, 1988. As of March
31, 1999, there were three market makers trading the stock.
The market price information for the common equity pursuant to Item
201(a)(1)(iii) for each quarter from April 1, 1998 through March 31,
1999 was as follows:
<PAGE>
Fiscal Year Bid Prices Asked Prices
High Low High Low
- -------------------------------------------------------------
First Quarter 1 3/4 1 1/4 2 3/4 2 1/4
Second Quarter 2 1/4 1 3/4 3 1/2 2 3/4
Third Quarter 2 1/2 2 3 1/2 3
Fourth Quarter 2 1/4 1 3/4 3 1/4 2 3/4
The above bid and asked quotations represent prices between dealers and
do not include retail markup, markdown or commission. They do not
represent actual transactions.
No dividends have been declared with respect to the Common stock since
the Company's inception, and the Company does not anticipate paying
dividends in the foreseeable future.
On March 31, 1999 the approximate number of holders of record of the
Company's $.001 par value Common Stock was 16 with most shares being
held in "street name."
ITEM 6. SELECTED FINANCIAL DATA
NONE
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which
the Company's Management believes is relevant to a proper assessment and
understanding of the Company's results of operations and financial
condition. This analysis and discussion should be read in conjunction
with the financial Statements and the footnotes supporting these
statements.
Management's discussion of results of Operation, Liquidity & Capital.
The Company's increased sales growth during the current fiscal year
ending was due to the growth of our New York based Savitt Technical
division which provides staffing of personal computer instructors and
technical support personnel to companies and our traditional temporary
staffing. Permanent placement fees in the metro New York City area have
also greatly increased during the current fiscal year.
<PAGE>
Our medical staffing subsidiary, On Duty Ohio, Inc. continues to show
strong sales and cash flow operating in the State of Ohio. New regions
of Ohio are gradually being open and a growing patient base will
continue to expand our Ohio sales into the next year.
The Company's affiliated Medicare and Medicaid agencies in Ohio,
Connecticut and Massachusetts continue to grow through the financing of
their receivables by our subsidiary, On Duty Medical, Inc. However, due
to larger than normal write-offs of uncollectable patient cases in
Connecticut, the profitability of our home health care agencies has
suffered. This also has increased the bad debt expense of the Company in
the current fiscal year and required additional external financing by
the Finova Capital Corporation to the Company. The Company has recently
changed the management structure of the Ohio and Connecticut home health
agencies and closed its Massachusetts agency to correct the problem. It
is expected that the home health agencies will become profitable in the
next year given increase in new business, key personnel changes and
better collection of their receivables.
The Company planning in the next fiscal year to significantly reduce its
external borrowing from its secured financing arrangement with the
Finova Capital Corporation through better cash management and upgraded
financial reporting systems.
On a personal note, the health of the Company's founder, Chairman and
Chief Executive Officer, Joseph T. Maloney continues to be uncertain.
Contingencies plans have been put in place by management in order to
provide for the uninterrupted operation of the Company should Mr.
Maloney be absent during the upcoming fiscal year.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements and supplementary data are listed in Part IV,
Item 14 of this Annual Report Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements on accounting or financial disclosure
matters required to be disclosed by this Item.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the
principals and executive officer of the Company:
Name Age Position
- ---------------------------------------------------------------
Joseph T. Maloney 52 Chairman of the Board,
Chief Executive Officer,
and Director
Mireille Savitt 44 President and Director
Mario Malono 33 Secretary and Treasurer
ITEM 11. EXECUTIVE COMPENSATION
The Company has not entered into any employment agreements.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information as of March 31, 1999
with respect to the share ownership of the Officers and Directors and
beneficial owners of more than five percent of the Common Stock of the
Company as a Group. Except as noted below, each person has sole voting
and investment powers with respect to the shares shown.
Number of
Name and Address Shares Owned (1) Percentage of Class
- --------------------------------------------------------------------
Joseph T. Maloney
317 Madison Avenue
Suite 2315
New York, NY 10017 199,163 63.00%
All officers and directors
as a group
(1 in number) 199,163 63.00%
(1) All shares are owned of record and beneficially.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
NONE
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
The following Financial Statements of the Company are included in
this Report immediately following the Signature Pages:
(a) List the following documents filed as a part of the Report.
(1) and (2) Financial Statements and Schedule
The response to this portion of Item 14 is submitted as a separate
section of this report.
(3) Exhibits
None
(b) Form 8-K Filings
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, this the registrant as duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TEMPORARY TIME CAPITAL CORP.
Dated: August 23, 1999 By: /s/ Joseph T. Maloney
-----------------------------------
Joseph T. Maloney
Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of
the registrant in the capacities on the dates indicated.
Dated: August 23, 1999 By: /s/ Joseph T. Maloney
-----------------------------------
Joseph T. Maloney
Chairman of the Board, Chief
Executive Officer and Director
Dated: August 23, 1999 By: /s/ Mireille Savitt
-----------------------------------
Mireille Savitt
President and Director
<PAGE>
Bradford A. Miller, CPA P.C.
6 Valley Lane
Garrison, New York 10524
(914) 739-5775
Fax (914) 739-9762
Independent Auditor's Report
Board of Directors and Stockholders
Temporary Time Capital Corp.
New York, New York
I have audited the accompanying consolidated balance sheets of Temporary
Time Capital Corp. and Subsidiaries as of March 31, 1999 and 1998 and
the related consolidated statements of income, retained
earnings(accumulated deficit), and cash flows for the years ended March
31, 1999, 1998 and 1997. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audit
provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above represent
fairly, in all material respects, the financial position of Temporary
Time Capital Corp. and Subsidiaries as of March 31, 1999 and 1998 and
the results of its operations and its cash flows for the years ended
March 31, 1999, 1998 and 1997 in conformity with generally accepted
accounting principles.
August 23, 1999
Bradford A. Miller, CPA P.C.
<PAGE>
Temporary Time Capital Corp and Subsidiaries
Consolidated Balance Sheets
As of March 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ (74,035) $ 6,536
Accounts receivable (net of
allowance for doubtful accounts) 2,476,574 2,019,781
Other receivables 35,106 -0-
Prepaid assets 1,596 5,205
---------- ----------
Total CURRENT ASSETS 2,439,241 2,031,522
PROPERTY and EQUIPMENT
Machinery and equipment 120,503 120,503
Office furniture 55,000 55,000
Less: accumulated depreciation (122,718) (87,618)
---------- ----------
Total PROPERTY and EQUIPMENT 52,785 87,885
OTHER ASSETS
Due from affiliates 775,232 428,790
Other assets 10,610 10,610
---------- ----------
Total OTHER ASSETS 785,842 439,400
---------- ----------
Total ASSETS $3,277,868 $2,558,807
========== ==========
LIABILITIES & STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 346,735 $ 424,886
Accrued income taxes 27,300 -0-
Current portion of long term debt 19,330 20,769
Factor payable 1,784,157 1,260,630
---------- ----------
Total CURRENT LIABILITIES 2,177,522 1,706,285
LONG TERM LIABILITIES
Notes payable 3,432 22,762
Loan from shareholders 14,460 22,960
---------- ----------
Total LONG TERM LIABILITIES 17,892 45,722
---------- ----------
Total LIABILITIES 2,195,414 1,752,007
STOCKHOLDERS' EQUITY
Common Stock, par $.001 2,343 2,343
Authorized 8,333,333, issued &
outstanding 315,182 and 325,348
in 1999 and 1998, respectively.
Additional paid-in capital 1,121,309 1,121,309
Treasury stock (74,314) (51,314)
Accumulated Deficit 33,116 (265,538)
---------- ----------
1,082,454 806,800
---------- ----------
Total LIABILITIES & STOCKHOLDERS' EQUITY $3,277,868 $2,558,807
========== ==========
</TABLE>
See accompanying notes to Independent Auditor's Report
<PAGE>
Temporary Time Capital Corp and Subsidiaries
Consolidated Statements of Income and
Retained Earnings(Accumulated Deficit)
For the Years Ended March 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
REVENUE $10,054,624 $ 8,701,346 $ 6,137,202
Direct Costs
Temporary wages & payroll taxes 6,554,358 5,334,654 3,527,024
Commissions 975,175 763,901 505,212
----------- ----------- -----------
7,529,533 6,098,555 4,032,236
----------- ----------- -----------
Gross profit 2,525,091 2,602,791 2,104,966
General & Administrative
Wages and salaries 662,694 399,799 623,752
Advertising 155,158 135,896 80,855
Vehicle expense 79,923 90,945 108,064
Allowance for bad debt 117,197 225,308 100,000
Depreciation expense 35,100 34,137 34,784
Insurance 169,840 134,646 115,731
Legal and accounting 107,381 70,102 30,867
Other operating expenses 90,430 31,242 27,719
Office expense 164,183 346,633 289,031
Rents 101,813 112,703 157,103
Repairs and maintenance 17,442 38,215 35,688
Utilities 154,295 104,542 116,015
----------- ----------- -----------
1,855,456 1,724,168 1,719,609
----------- ----------- -----------
Income from operations 669,635 878,623 385,357
Loss from discontinued operations 88,070 -0- -0-
Interest expense 252,947 195,475 128,570
----------- ----------- -----------
Income before provision for
income taxes 328,618 683,148 256,787
Provision for income taxes 29,969 -0- -0-
----------- ----------- -----------
Net Income 298,649 683,148 256,787
Accumulated deficit-beginning (265,533) (948,681) (1,205,468)
----------- ----------- -----------
Retained earnings
(Accum deficit)-ending $ 33,116 $ (262,533) $ (948,681)
=========== =========== ===========
Net income per share $ .93 $ 2.00 $ .72
=========== =========== ===========
</TABLE>
See accompanying notes to Independent Auditor's Report
<PAGE>
Temporary Time Capital Corp and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended March 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income $ 298,649 $ 683,143 $ 256,785
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation expense 35,100 34,171 35,101
Change in accounts receivable (491,899) (837,418) (1,182,363)
Change in prepaid assets 3,609 8,153 4,104
Change in accounts payable (75,375) 75,385 (14,795)
Change in factor payable 523,527 394,795 865,835
Change in other current liabilities 24,530 153,392 161,809
Change in due to affiliates -0- (157,533) 96,752
Change in other assets -0- -0- (6,345)
--------- --------- ---------
Total Adjustments 19,492 (329,089) (39,902)
--------- --------- ---------
Net Cash Provided by (Used by)
Operating Activities 318,141 354,054 216,883
Cash Flows from Investment Activities:
Investment in affiliates (346,442) (370,137) (108,653)
--------- --------- ---------
Net Cash Provided by (Used by)
Investing Activities (346,442) (370,137) (108,653)
Cash Flows from Financing Activities:
Repayment of long term debt (20,770) (32,842) (32,164)
Repayment of loans from shareholder (8,500) 48,960 (38,867)
Repayment of capital leases -0- (1,906) (16,785)
Increase in due to affiliate -0- -0- -0-
Purchase of treasury stock (23,000) (22,861) (9,928)
--------- --------- ---------
Net Cash Provided by (Used by)
Financing Activities (52,270) (8,651) (97,744)
--------- --------- ---------
Net Increase(Decrease) in Cash (80,571) (24,734) 10,486
Cash at beginning of year 6,536 31,270 20,784
--------- --------- ---------
Cash at end of year $ (74,035) $ 6,536 $ 31,270
========= ========= =========
</TABLE>
See accompanying notes to Independent Auditor's Report
<PAGE>
Temporary Time Capital Corp. and Subsidiaries
Notes to Financial Statements
For Years Ended March 31, 1999, 1998 and 1997
1. Significant Accounting Policies
Temporary Time Capital Corp. (the "Company") was incorporated under
the laws of the State of Colorado on June 16, 1987. On January 1, 1996
the Company acquired the assets and business interest in On Duty
Medical, Inc., from Maloney Temps, Inc., an affiliated corporation
solely owned by the Company's chairman, Joseph T. Maloney. On Duty
Medical, Inc. is engaged in providing hospital and nursing home staffing
and financing of its affiliated home health care agencies. The Company
in February 1996 re-entered its business of supplying temporary office
service personnel thru its Savitt & Company and Joseph T. Maloney
Associates divisions.
Per share Information
The net income per share is based upon the weighted-average common and
common-equivalent shares outstanding during the period number of
presented.
Consolidation
The financial statements include the accounts of the Company and its
subsidiaries, On Duty Medical, Inc. and On Duty Ohio, Inc. after
elimination of all significant inter-company balances and transactions.
Property and Depreciation
Property and equipment are recorded at cost. Depreciation is provided on
the straight-line method over the estimated useful lives of the
respective assets.
2. Income Taxes
No provision for federal income taxes has been reflected in the
financial statements as the Company has net operating loss carry since
inception in excess of current net income. An accrual of $29,969 for New
York State and City income taxes has been made for the year ended March
31, 1999.
3. Related Party Transactions
During the fiscal years ended March 31, 1997 Maloney Temps, Inc., an
affiliated corporation solely owned by the Company's chairman, Joseph T.
Maloney, provided working capital for the Company of $96,752. On January
1, 1996 the Company purchased office furniture and equipment from Joseph
T. Maloney for $55,000. The Company owed $157,533 to Maloney Temps, Inc.
as of March 31, 1997. This debt was extinguished during the preceding
fiscal year. The Company also owes Mr. Maloney's daughter, a shareholder
of the Company, $14,460 as of March 31, 1999.
4. Treasury Stock
The Company purchased 10,166 and 31,400 shares of its common stock at
market in the fiscal years ended March 31, 1999 and 1998. The Company
plans to continue its plan of retiring of outstanding common stock in
the next fiscal year. The average price paid per share during the fiscal
year ended March 31, 1999 and 1998 was $ 2.25 and $0.75 per share,
respectively.
<PAGE>
Temporary Time Capital Corp. and Subsidiaries
Notes to Financial Statements
For Years Ended March 31, 1999, 1998 and 1997
5. Long-term obligations
The Company and subsidiaries have operating leases for office space
ranging from one to three years. Total rental expense under operating
leases for year ended March 31, 1999 was $101,813.
The Company is currently financing the purchase of six vehicles at an
interest rate of 11%. Minimum future obligations on leases and notes
payable in effect at March 31, 1999.
Fiscal Vehicle Office
Year Ended Notes Space
03/31/2000 $ 19,330 $ 66,780
03/31/2001 3,432 66,780
03/31/2002 -0- 36,501
$ 22,762 $ 170,061
6. Stock Option Plan
The Company's Conditional Stock Option Plan reserves 35,100 shares of
common stock at March 31, 1998 for issuance to officers and employees at
various prices based on their length of employment. The options are
exercisable over a five to seven year period. No options were exercised
during the fiscal years ended March 31, 1999 and 1998.
7. Loss from Discontinued Operations
The Company thru On Duty Medical, Inc. closed its affiliated
Massachusetts' Medicare and Medicaid agency during the current fiscal
year incurring a write off of its investment of $88,070.
8. Factor payable
The Company has entered into a two million dollar secured financing
arrangement with Finova Capital Corporation to provide cash for its
receivables on a recourse basis at competitive interest rates. As of
March 31, 1999 the Company had borrowed $1,784,157 against its
$2,000,000 available line of credit.