FIRST MONTAUK FINANCIAL CORP
10-Q, 1998-05-15
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-Q

  X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended   March 31, 1998

                                       OR

          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. 0-6729

                          FIRST MONTAUK FINANCIAL CORP
             (Exact name of registrant as specified in its charter)

        New Jersey                                           22-1737915
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification Number)

Parkway 109 Office Center, 328 Newman Springs Rd., Red Bank, NJ    07701
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:     (732) 842-4700


 
     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  (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

     9,733,044 Common Shares, no par value, were outstanding as of May 15,
1998.






<PAGE>          
2
                          FIRST MONTAUK FINANCIAL CORP.

                                    FORM 10-Q

                                 MARCH 31, 1998




                                      INDEX


                                                                           Page
                                                                           ----
PART I.   FINANCIAL INFORMATION:

         Item 1.  Financial Statements
           Consolidated Statement of Financial Condition
            as of March 31, 1998 and December 31, 1997 ....................   3

           Consolidated Statement of Income for the
            Three Months Ended March 31, 1998 and 1997 ....................   4

           Consolidated Statement of Cash Flows for the
            Three Months Ended March 31, 1998 and 1997 .................... 5-6

           Notes to Financial Statements ..................................   7

         Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations .................... 8-10


PART II.  OTHER INFORMATION:

        Item 5. Other Information .........................................   11

         Item 6.  Exhibits and Reports on Form 8-K ........................   12

         Signatures .......................................................   13


<PAGE>
3 
                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                                                 March 31,         December 31,
            ASSETS                                 1998               1997

Cash                                           $ 1,390,292         $   789,883
Due from clearing firm                           2,688,956           2,707,782
Securities owned, at market                      4,140,689           3,150,772
Securities owned, not readily marketable,
 at estimated market value                         109,529             506,732
Commissions receivable                              75,341             246,250
Employee and broker receivables                    772,574             927,195
Furniture, equipment and leasehold
 improvements-net                                1,665,339           1,357,854
Notes receivable                                 1,514,883             938,054
Due from officers                                  140,615             146,691
Other assets                                     1,864,355           1,164,753
Deferred tax asset-net                             215,954              35,968
                                                ----------          ----------
                                                                               
    Total assets                               $14,578,527         $11,971,934
                                                ==========          ==========
                                                                              
     LIABILITIES AND STOCKHOLDERS' EQUITY

Securities sold, but not yet purchased,
 at market                                     $   733,351         $   809,523
Notes payable-bank                                 316,788             340,769
Subordinated notes payable                         200,000             250,000
Commissions payable                              1,791,780           1,624,316
Accounts payable                                   950,700             501,267
Accrued expenses                                   844,544             812,590
Other liabilities                                1,069,648             394,002
                                                 ---------           ---------
                                                                    
    Total liabilities                            5,906,811           4,732,467
                                                 ---------           ---------

Common stock issued with guaranteed selling
 price - no par value, 173,000 shares issued
 and outstanding                                   346,500             346,500

Commitments and contingencies (See Notes)

Stockholders' equity

Preferred Stock, 5,000,000 shares authorized,
 $.10 par value, no shares issued and outstanding     -                   -
Common Stock, no par value, 15,000,000 shares
 authorized, 9,629,044 and 9,198,444 shares
 issued and outstanding                          4,491,273           4,334,173
Additional paid-in capital                       2,698,054           1,173,437
Retained earnings                                1,590,554           1,570,376
Less:  Deferred compensation                      (454,665)           (185,019)
                                                -----------         -----------
    Total stockholders' equity                   8,325,216           6,892,967
                                                -----------         -----------
                                                           
    Total liabilities and stockholders'
     equity                                    $14,578,527         $11,971,934
                                                ==========          ==========
                                                               
                       See notes to financial statements.
<PAGE>
4
                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME

                                            Three months ended March 31,
                                          1998                       1997
Revenues:

Commissions                           $ 7,627,770                 $  6,558,849
Principal transactions                  2,343,443                    1,396,509
Investment banking                        266,204                      138,791
Insurance recovery                           -                         650,000
Interest and other income                 378,537                      248,430
                                       ----------                  -----------
                                       10,615,954                    8,992,579
                                       ----------                  -----------
                                                                
Expenses:

Commissions, employee compensation
 and benefits                           8,235,819                    6,361,971
Clearing and floor brokerage              846,483                      728,325
Communications and occupancy              596,991                      423,459
Legal matters and related costs           300,574                      596,429
Other operating expenses                  571,314                      434,940
Interest                                   28,570                       14,717
                                       ----------                   ----------
                                                           
                                       10,579,751                    8,559,841
                                       ----------                   ----------
Income before income taxes                 36,203                      432,738

Income taxes                               16,025                      175,424
                                       ----------                   ----------

Net income                            $    20,178                  $   257,314
                                       ==========                   ==========
                                  
Per share of Common Stock:

  Basic                               $      0.00                  $      0.03
                                       ==========                   ==========
                               
   Diluted                            $      0.00                  $      0.03
                                       ==========                   ==========

Number of common shares used in
 basic earnings per share               9,609,080                    8,532,818
Incremental shares from assumed
 conversion of options                  1,058,084                    1,326,856
                                       ----------                   ----------
                                       
Number of common shares used in
   diluted earnings per share          10,667,164                    9,859,674
                                       ==========                   ==========
                 
                       See notes to financial statements.
<PAGE>
5

                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                 Three months ended March 31,
                                                    1998               1997
INCREASE (DECREASE) IN CASH

Cash flows from operating activities:
 Net income                                      $   20,178         $  257,314
                                                  ---------          ---------
                                             
Adjustments to reconcile net income to
 net cash used in operating activities:
 Common stock issued with guaranteed selling
  price                                                -                37,500
 Tax benefit related to exercise of stock options    37,213               -
 Depreciation and amortization                       84,615             89,177
 Amortization of deferred compensation               64,521               -
 Other                                               22,000               -
 Increase (decrease) in cash attributable to
  changes in assets and liabilities
 Due from clearing firm                              18,826            329,971
 Securities owned - at market                      (989,917)          (221,712)
 Securities owned-not readily marketable            397,203               -
 Commissions receivable                             170,909            118,823
 Other assets                                      (815,597)          (302,337)
 Deferred income taxes                             (179,986)           174,136
 Securities sold but not yet purchased              (76,172)           (60,489)
 Commissions payable                                167,464           (412,738)
 Accounts payable                                   449,433             15,662
 Accrued expenses                                     9,954           (655,531)
 Other liabilities                                  675,646            (63,295)
                                                  ---------          ----------
   Total adjustments                                 36,112           (950,833)
                                                  ---------          ----------
        
   Net cash provided by (used in) operating
    activities                                       56,290           (693,519)
                                                  ---------          ----------

Cash flows from investing activities:
 Due from officers                                    6,076             36,289
 Employee and broker receivables                    154,621           (117,351)
 Issuance of notes receivable                      (759,816)            17,360
 Repayment of notes receivable                      182,987               -
 Capital expenditures                              (392,101)           (34,672)
                                                 ----------          ---------
   Net cash used in investing activities           (808,233)           (98,374)
                                                 ----------          ---------
Cash flows from financing activities:
 Payment of notes payable-bank                      (23,981)           (30,465)
 Payment of subordinated notes payable              (50,000)              -
 Proceeds from rights offering                    1,382,751               -
 Registration costs                                (113,518)              -
 Proceeds from exercise of common stock options     157,100            447,812
                                                  ----------         ---------
                                      
   Net cash provided by financing activities      1,352,352            417,347
                                                  ---------          ---------
Net increase (decrease) in cash                     600,409           (374,546)
Cash at beginning of year                           789,883          1,069,548
                                                  ---------          ---------
Cash at end of period                            $1,390,292         $  695,002
                                                  =========          =========
                                                                          


                       See notes to financial statements.


<PAGE>
6


                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Continued)


                                                 Three months ended March 31,
                                                    1998               1997

Supplemental disclosures of cash flow
 information:
   Cash paid during the period for:
     Interest                                    $   28,570         $   14,717
     Income taxes                                $     -            $     -
























                       See notes to financial statements.
<PAGE>
7

                 FIRST MONTAUK FINANCIAL CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - MANAGEMENT REPRESENTATION

     The accompanying financial statements are unaudited for the interim period,
but include all adjustments (consisting only of normal recurring accruals) which
management considers necessary for the fair presentation of results at March 31,
1998 and 1997. The  preparation of financial  statements in conformity with GAAP
requires the Company to make estimates and assumptions  that affect the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could vary from these estimates.  These financial  statements  should be read in
conjunction with the Company's Annual Report at, and for the year ended December
31, 1997, as filed with the Securities and Exchange Commission on Form 10-K.

     The results reflected for the three-month  period ended March 31, 1998, are
not  necessarily  indicative of the results for the entire fiscal year to end on
December 31, 1998.

NOTE 2 - EARNINGS PER SHARE

     The Company has adopted Statement of Financial  Accounting Standards No.128
(SFAS 128),  "Earnings per Share," which  supersedes APB Opinion No. 15 (APB No.
15).  Earnings per Share is effective for all periods  ending after December 15,
1997.  SFAS 128 requires  dual  presentation  of basic and diluted  earnings per
share (EPS) for complex  capital  structures  on the face of the  Statements  of
Operations. Basic EPS is computed by dividing net income by the weighted-average
number of common  shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution  from the exercise or conversion  of other  securities  into
common stock.  Earnings per share data for the 1997 period have been restated to
conform  with the  provisions  of SFAS 128.  The  impact of the  change  was not
material.

NOTE 3 - NOTES RECEIVABLE

     During the 1998 quarter, the Compan's subsidiary,  Montauk Advisors, Inc.,
advanced  $525,000 to Global Financial Corp.  ("Global") to help Global meet its
obligations to lease investors.  As of March 31, 1998, MAI had loaned a total of
$1,094,500 to Global.  The loans bear interest at the rate of 8% per annum, with
scheduled maturities, as extended, of $369,500 on September 1, 1998 and $725,000
on October 1, 1998.  The loans were  originally  due on April 1, 1998 and May 1,
1998,  respectively.  Subsequent to March 31, 1998, MAI made additional loans to
Global totaling $190,000.

     MAI is also  continuing  to provide  short-term  working  capital  loans to
FemCom Business  Systems  ("FCS"),  Global's  affiliated  equipment  vendor,  to
purchase equipment for resale to FCS customers.  FCS owed MAI $239,550 including
accrued interest at March 31, 1998.

NOTE 4 - RIGHTS OFFERING

     In February  1998,  the Company  completed an offering of 3,072,779  Units,
each Unit  consisting of one Class A Redeemable  Common Stock Purchase  Warrant,
one Class B Redeemable Common Stock Purchase Warrant, and one Class C Redeemable
Common Stock Purchase Warrant.  The Warrants have the following  exercise prices
and terms:

                       Exercise Price                 Exercise Period
Warrant                   Per Share                from Date of Issuance

Class A                     $3.00                       Three years
Class B                      5.00                       Five years
Class C                      7.00                       Seven years

     Each  shareholder  of record as of December 15, 1997 received  three rights
for each share of Common  Stock held as of the record  date,  with three  rights
required  to  subscribe  for a  single  Unit at a price of $.45  per  Unit.  The
offering raised gross proceeds of $1,382,751  before deducting  related costs of
approximately $230,000.

<PAGE>
8

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

     Total  revenues for the three months ended March 31, 1998  increased 18% to
$10,615,954,  as compared to $8,992,579  in the same period in 1997.  Net income
for the 1998 first quarter was $20,178,  or $.00 per diluted share,  compared to
$257,314,  or $.03 per diluted share, in the first quarter of 1997.  Results for
the 1997 period  include a $650,000  insurance  recovery  related to  previously
settled legal  matters.  Absent this  recovery,  total  revenues for the quarter
ended March 31, 1998 would have increased 27%, as compared to the same period in
1997. The increase in revenue is attributable to strong  securities  markets and
commission revenues generated by newly added registered representatives.

     Commission   revenues   from  the  sale  of  listed  and   over-the-counter
securities,   mutual  funds,   fees  from  managed  accounts  and  other  agency
transactions  increased  to  $7,627,770  (72% of gross  revenues)  in the  first
quarter of 1998 as compared to $6,558,849  (73% of gross  revenues) in the first
quarter of 1997. This increase resulted  primarily from agency equity and mutual
fund  transactions  as retail  investment  volume  maintained  its strong levels
during the 1998 quarter.
 
     Revenues from principal  transactions increased to $2,343,443 (22% of gross
revenues) for the quarter ended March 31, 1998 as compared to $1,396,509  (15.5%
of gross  revenues) for the same period in 1997. The growth is attributable to a
combination of increased municipal and government bond trading revenues, as well
as an increase in equity trading gains.
 
     Investment  banking revenues increased from $138,791 in 1997 to $266,204 in
the 1998 quarter. This increase is a result of the Company's  participation as a
selling  group member in a number of public  offerings.  The Company  expects to
continue participating in syndications, and will pursue additional opportunities
in  the  investment  banking  area,  including  private  placements  and  public
offerings.

     During the 1998 quarter the Company paid commissions, employee compensation
and  employee  benefits of  $8,235,819  (78% of gross  revenues)  as compared to
$6,361,971 ( 71% of gross  revenues) in 1997. This category  includes  salaries,
commission  expense,  payroll taxes and fringe benefits for salaried  employees.
The Company paid salaries of $1,033,215 for management,  operations and clerical
personnel,  as compared to $ 776,532 in 1997.  This  increase was due in part to
the  addition  of various  key  management  personnel  during the latter part of
fiscal 1997, as well as a general increase in employee salaries.

     Commissions paid to registered  representatives  for the first quarter 1998
was $6,860,226  (65% of gross  revenues) as compared to $5,213,762 (62% of gross
revenues) in 1997.  Commission  compensation is directly related to the level of
revenues  generated  from firm  principal  and  agency  trading,  as well as the
commission   payout   percentage  to  individual   registered   representatives.
Commission  expense as a percentage of total  revenues will  fluctuate  within a
narrow range  depending  upon the product mix of  commission-based  business and
principal  transactions.  This  percentage  will also  fluctuate  based upon the
contribution  to revenues  from the  Company's  in-house  brokers and  affiliate
offices.  In-house  brokers  usually  receive  a lower  commission  payout  than
independent affiliates but are not generally required to pay their own overhead.

     Clearing  costs  increased in 1998 to $846,483 (8% of gross  revenues) from
$728,325  (8% of gross  revenues) in 1997.  The  increase in clearing  costs was
attributable to a larger number of overall transactions by the firm's registered
representatives.  The  percentage  of  clearing  costs  to  gross  revenues  can
fluctuate  depending  upon the  product  mix.  Some  transactions  have a higher
execution and clearing cost than others.

     Communications  and occupancy  costs rose by $173,532,  or 41%, to $596,991
during the 1998  quarter.  The increase is due to the expansion of the Company's
headquarters  and higher  charges  for  communication  networks  and market data
services.  Management expects this expense category to increase as a result of a
new master lease agreement  effective  February 1998 which expands the Company's
facilities.  The new seven-year lease, as amended, covers an aggregate of 32,442
gross  rentable  square  feet at a monthly  rental  payment of  $52,000  through
January  2005.  The master lease and amendment  also contain a six-year  renewal
option providing for a base rental payment of  approximately  $65,000 per month.
The expanded office will house additional registered  representatives as well as
administrative  and clerical  personnel.  The new facility  will also include an
expanded order and trading room, as well as improved  distribution and operation
areas.
<PAGE>
9


     Legal matters and related costs include payments to settle customer claims,
professional   fees  and  other  defense  costs,   and  provisions  for  pending
litigation. These costs decreased from $596,429 in 1997 to $300,574 in 1998. The
Company is presently  reviewing the extent to which  settled and pending  claims
may be covered under its insurance policies.  There can be no assurance that the
Company will be successful in its efforts to recover additional funds from these
insurers.

     Other operating  expenses  increased from $434,940 (5% of gross revenue) in
1997 to $571,314 (5% of gross  revenues) in 1998. The increase was due primarily
to the  implementation of the Company's new advertising and marketing  campaigns
designed to attract new affiliated  registered  representatives.  These programs
include a new Internet web site, print brochures and a recruiting video, as well
as a 30-second television ad.

     Operating  results  will  continue  to be  sensitive  to  general  economic
conditions,  particularly  the  interest  rate  environment,  and the outlook of
retail investors on the financial  markets and  management's  ability to contain
administative costs.

Liquidity and Capital Resources

     Operating  activities  contributed cash of $56,290 during the 1998 quarter.
During the  quarter,  inventory  positions  of  securities  held by the  Company
increased by  $1,066,089.  A  substantial  portion of the  Company's  assets are
liquid,  consisting of cash and assets readily  convertible  into cash,  such as
securities  inventories,  and receivables due from the Company's  clearing firm.
The balances in the Company's cash, inventory and clearing firm accounts can and
do fluctuate  significantly  from day to day,  depending  on market  conditions,
daily trading activity, and investment opportunities. The Company monitors these
accounts on a daily basis in order to ensure compliance with regulatory  capital
requirements and to preserve liquidity.

     The Company  realized a tax benefit of $37,213  related to the  exercise of
stock options during the first quarter of 1998. This tax benefit is available to
reduce actual corporate tax liabilities. Under applicable accounting rules, such
benefits are reported as an increase in  stockholders'  equity rather than as an
item of income.

     Other  assets   increased  by  $699,602  due  primarily  to  the  Company's
prepayment of its Errors & Omissions  and  Directors'  and  Officers'  liability
insurance  policies.  These  policies were renewed for two and three year terms,
respectively,  during the first quarter of 1998. Other liabilities  increased by
$675,646 due to the Company's financing of the aforementioned policies.

     Investing  activities  used cash of  $808,233 in the 1998  period.  Capital
expenditures  of  $392,101  consisted  primarily  of  an  investment  in  a  new
securities back office data management system,  additional  computer  equipment,
and furniture and fixtures for the company's home office expansion. On August 1,
1997, the Company entered into a Software License and Development Agreement with
Uptick  Technologies,  Inc.  ("Uptick") to develop,  deliver and install a sales
production  and  operations  management  system,  based upon Uptick  proprietary
software programs and the Company's functional specifications. In payment of the
license fee, the Company will issue 58,400  shares of its Common Stock to Uptick
and use its best  efforts to  register  the  shares.  The license fee and Common
Stock have been valued at $175,000.  The  agreement  also  provides to Uptick an
option to put the stock back to the Company at a price of $3.00 per share in the
event that the Company fails to effect a timely  registration of the shares. The
Company will also compensate Uptick for development and consulting  service fees
at an hourly rate  billed  monthly and  reimburse  Uptick for certain  costs and
expenses.  The Company  retained the right to receive from Uptick certain stated
percentages  (ranging from 20% to 5%) of all license fees earned and received by
Uptick for license of the sales production and operations  management  system to
unrelated  third parties up to July 7, 2000. The amount of revenue  sharing from
license fees will be limited to the total of all contract  payments  made by the
Company to Uptick.

     Amounts  owed by brokers and  employees  decreased by $154,621 to $772,574.
The net decrease is  attributable  to repayments on certain  loans,  decrease in
trading receivables and write-offs of forgivable loans.
<PAGE>
10


     In 1997 and the first quarter of 1998, the Company, through its subsidiary,
Montauk Advisors,  Inc.,  ("MAI") has made various loans totaling  $1,094,500 to
Global  Financial  Corp.  ("Global"),  the financing  company which sold leasing
contracts  through  MAI.  The  loans  bear  interest  at 8% per  annum  and were
originally due in April and May 1998. MAI at its sole option, may accept payment
of the loans on an  installment  basis,  and may extend any or all of the loans.
The notes have been extended to September 1, and October 1, 1998.  Global is the
finance company,  which packaged and sold leases to investors through MAI. These
loans  were  made for the  purpose  of  assisting  Global in  meeting  cash flow
deficiencies  arising from the nonpayment of scheduled  monthly  installments on
certain delinquent and non-performing  leases.  Most of the arrears are due from
Fem-Com Copy Systems,  Inc. ("FCS"),  Global's  affiliated  equipment vendor and
Biblio,  Inc.  ("Biblio"),  an affiliate of FCS. The MAI notes are guaranteed by
Global; FCS; Biblio and the shareholder of FCS and Biblio. The notes are further
collateralized  by mortgage liens on real estate owned by the shareholder of FCS
and Biblio,  a pledge of all of the  outstanding  shares in Global,  and various
recorded  liens on the assets of FCS and Biblio.  MAI  expects  that Global will
continue  to  seek  additional  funds  to  meet  its  continuing  lease  payment
obligations.

     MAI has provided FCS with working capital  financing to purchase  equipment
for resale to FCS customers. MAI believes, but cannot assure, that by continuing
to provide this kind of financial  assistance,  FCS will be better positioned to
repay its  indebtedness to Global.  MAI charges a 1% commitment fee on the loans
plus  interest at the rate of 12% per annum.  The loans are  evidenced by a note
which is payable with interest on September 30, 1998.
 
     Financing  activities  provided cash of $1,352,352  during the 1998 period.
Net proceeds from a rights  offering to  shareholders of $1,269,233 and proceeds
from the exercise of stock options of $157,100 were partially offset by payments
on bank loans during the quarter of $23,981 under term notes bearing interest at
8 1/2% at March 31, 1998, and the first principal payment of $50,000 to National
Guardian  Life  Insurance  Company  under  the  terms  of  a  subordinated  loan
agreement.

     Management  believes  that  operating  income and the  proceeds of a rights
offering to stockholders, at least through the current fiscal year, will provide
the  Company's  liquidity  needs.  In March  1998,  the Company  received  gross
proceeds  of  $1,382,751  from  the  offering  of  3,072,779  units;  each  unit
consisting of one Class A Warrant,  one Class B Warrant and one Class C Warrant.
The warrants have exercise prices and expiration dates as follows:

                  Warrant           Exercise Price   Expiration Date

                  Class A           $3.00            February 17, 2001

                  Class B           $5.00            February 17, 2003

                  Class C           $7.00            February 17, 2005

     Should the market price of the Company's common stock increase to the level
where any or all of the classes or a portion of the  classes of warrants  become
exercisable, the Company may obtain additional proceeds from the exercise of the
warrants.

     In 1997 the  Company  converted  a portion  of one of its legal  settlement
obligations  into a  subordinated  loan with the debtor.  The five year $250,000
loan  bears  interest  at the rate of 8% per  annum,  with  payments  of $50,000
principal  and  interest on the  declining  balance due on the first of April of
each of the five years of the loan.  The first payment of principal and interest
was made on March 31,  1998.  The loan is  subordinated  to the  liabilities  of
FMSC's general creditors, and has been approved as to its form by the NASD.


<PAGE>
11


                                     PART II

                                OTHER INFORMATION

Item 5.  Other Information.

Rights Offering

     During the reporting period the Company  completed an offering (the "Rights
Offering") of 3,072,779  units (the  "Units"),  to holders  ("Shareholders")  of
record of its common  stock,  no par value (the "Common  Stock") at the close of
business on December 15, 1997 (the "Record Date"),  pursuant to non-transferable
rights  (the  "Rights")  to  purchase  Units at a price  of $.45  per Unit  (the
"Subscription   Price").   All  of  the  Units  were  sold  with  the  Company's
shareholders  purchasing  1,784,491  Units  through the  exercise of their basic
subscription  rights and  1,288,288  Units  through  the  exercise of their over
subscription  rights.  Holders of Rights ("Rights Holders") were not required to
pay any brokerage fees for the  subscription of Units under the Rights Offering.
Rights Holders were able to exercise  their Rights until 5:00 p.m.  eastern time
on February 16,  1998.  The Rights  Offering was  completed on February 17, 1998
with all of the Units sold. The Company received gross proceeds of $1,382,751.

     Each  Unit  consisted  of one  Class A  Redeemable  Common  Stock  Purchase
Warrant,  one Class B Redeemable  Common Stock Purchase  Warrant and one Class C
Redeemable Common Stock Purchase  Warrant.  Each Class A Redeemable Common Stock
Purchase Warrant (the "Class A Warrants"),  entitles the holder to purchase from
February  17, 1998 to February 17, 2001 one share of Common Stock of the Company
(the "Class A Warrant Shares"), at an exercise price of $3.00 per share, subject
to adjustment  in certain  circumstances.  Each Class B Redeemable  Common Stock
Purchase Warrant (the "Class B Warrants"),  entitles the holder to purchase from
February 17, 1998 to February 17, 2003 one share of Common Stock of the Company,
at an  exercise  price of $5.00 per  share,  subject  to  adjustment  in certain
circumstances.  Each Class C Redeemable  Common  Stock  Purchase  Warrants  (the
"Class C  Warrants"),  entitles the holder to purchase from February 17, 1998 to
February 17, 2005 one share of Common Stock of the Company (the "Class C Warrant
Shares"),  at an exercise  price of $7.00 per share,  subject to  adjustment  in
certain circumstances.

Global Loans

     Montauk Advisors,  Inc. ("MAI") has made various loans totaling  $1,284,500
to Global Financial Corp.  ("Global"),  the financing company which sold leasing
contracts through MAI. These loans were made for the purpose of assisting Global
in meeting  cash flow  deficiencies  arising  from the  nonpayment  of scheduled
monthly installments on certain delinquent and non-performing  leases. The loans
bear  interest  at 8% per annum and were  originally  due in April and May 1998.
MAI,  at its sole  option,  may accept  payment  on the loans on an  installment
basis,  and may extend any or all of the loans.  The notes have been extended to
September  1, and  October 1, 1998.  Most of the  arrears  are due from  Fem-Com
Systems Inc. ("FCS"),  Global's  affiliated  equipment vendor, and Biblio,  Inc.
("Biblio"), an affiliate of FCS. The notes are guaranteed by Global, FCS, Biblio
and the shareholder of FCS and Biblio.  The notes are further  collateralized by
mortgage  liens on real estate  owned by the  principal  shareholder  of FCS and
Biblio, the shareholder's  personal guarantee,  a pledge of the shares of Global
and FCS, and various liens on the assets of Global. MAI expects that Global will
seek additional loans from MAI in the short-term,  which will be evaluated, on a
case by case basis.

     Additionally,  MAI has  provided  certain  financing  for the  purchase  of
equipment by FCS. FCS is indebted to Global for payment on certain leases and is
paying  Global from time to time based on its available  cash flow.  The Company
believes that MAI's assistance to FCS in financing  current and future equipment
purchases, will enable FCS to generate additional cash flow to pay Global, which
will eventually enable Global to repay the loans made by MAI. However, there can
be no  assurance  that  Global  will be able to  repay  the  loans  or that  the
collateral will be sufficient to cover the outstanding principal of the loans in
the event of a default.


<PAGE>
12


Item 6.           Exhibits and Reports on Form 8-K.

                           (a)  Exhibits

                           None.

                           (b)  Reports on Form 8-K

                                    There were no reports on Form 8-K filed.


<PAGE>
13



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                               FIRST MONTAUK FINANCIAL CORP.
                                               (Registrant)



Dated: May 15, 1998                            /s/ William J. Kurinsky
                                               -------------------------
                                               William J. Kurinsky
                                               Secretary/Treasurer
                                               Chief Financial Officer and
                                               Principal Accounting Officer

                                               /s/ Herbert Kurinsky
                                               -------------------------
                                               Herbert Kurinsky
                                               President
<PAGE>
14


                                 EXHIBIT INDEX
                                 -------------

               Exhibit 27  -  Financial Data Schedule



<TABLE> <S> <C>


<ARTICLE>                                           BD
<LEGEND>
     This  Schedule  contains  summary  financial   information  extracted  from
Consolidated Statement of Financial Condition at March 31, 1998 and Consolidated
Statement of Income -- Three Months ended March 31, 1998 and is qualified in its
entirety by reference  to such  financial  statements  included in Form 10-Q for
March 31, 1998.
</LEGEND>
<MULTIPLIER>   1,000
<CIK>                   0000083125    
<NAME>                  First Montauk Financial Corp.     
       
<S>                             <C>
<PERIOD-TYPE>              3-mos
<FISCAL-YEAR-END>                              Dec-31-1998
<PERIOD-START>                                 Jan-1-1998
<PERIOD-END>                                   Mar-31-1998
<CASH>                                         1,390
<RECEIVABLES>                                  2,764
<SECURITIES-RESALE>                            0
<SECURITIES-BORROWED>                          0
<INSTRUMENTS-OWNED>                            4,250
<PP&E>                                         1,665
<TOTAL-ASSETS>                                 14,579
<SHORT-TERM>                                   0
<PAYABLES>                                     4,151
<REPOS-SOLD>                                   0
<SECURITIES-LOANED>                            0
<INSTRUMENTS-SOLD>                             733
<LONG-TERM>                                    1,023
                          0
                                    0
<COMMON>                                       4,491
<OTHER-SE>                                     3,834
<TOTAL-LIABILITY-AND-EQUITY>                   14,579
<TRADING-REVENUE>                              2,343
<INTEREST-DIVIDENDS>                           379
<COMMISSIONS>                                  7,628
<INVESTMENT-BANKING-REVENUES>                  266
<FEE-REVENUE>                                  0
<INTEREST-EXPENSE>                             29
<COMPENSATION>                                 8,236
<INCOME-PRETAX>                                36
<INCOME-PRE-EXTRAORDINARY>                     36
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   20
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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