FRANKLIN CREDIT MANAGEMENT CORP/DE/
10KSB/A, 1996-06-05
FINANCE SERVICES
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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM 10-KSB/A

      The sole  purpose of this  amendment  is to delete the "X" on the cover of
this form that  indicates  that  there is no  disclosure  of  delinquent  filers
pursuant to Item 405 of  Regulations  S-B  contained  in this form,  and that no
disclosure  will  be  contained,  to the  best  of  registrant's  knowledge,  in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB.

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
            For the fiscal year ended December 31, 1995

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
            For the transition period from _____________ to _____________

                         Commission file number 0-17771

                    FRANKLIN CREDIT MANAGEMENT CORPORATION
      (Exact name of small business issuer as specified in its charter)

                Delaware                            75-2243266
(State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)
                                  

                               Six Harrison Street
                            New York, New York 10013
                                 (212) 925-8745
  (Address of principal executive offices, including zip code, and telephone
                         number, including area code)

         Securities registered pursuant to Section 12(b) of the Act:
                                      None

         Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.01 par value.
                                (Title of Class)

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  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

      Check if there is no disclosure of delinquent  filers pursuant to Item 405
of Regulation S-B contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

      Issuer's  revenues  for the  fiscal  year  ended  December  31,  1995 were
$11,760,857.

      The  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices  of the  Common  Stock on March 8, 1996 was  approximately
$2,535,000.

      Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.    Yes  X   No


      The  number  of  shares  of Common  Stock,  par  value  $0.01  per  share,
outstanding as of March 8, 1995, was 5,503,896.

                       Documents Incorporated by Reference

      Portions  of the  Registrant's  Annual  Report  on 10KSB  for  year  ended
December 31, 1994 are incorporated by reference into Part I.



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