<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER 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 0-18270
COMMAND CREDIT CORPORATION
(Exact name of the registrant as specified in its charter)
NEW YORK 11-2857523
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Garden City Plaza
Garden City, New York 11530
(Address of principal executive offices)
(516) 739-8800
(Registrant's telephone number)
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 ____
State the number of shares outstanding of each of the issuer's classes of common
equity, as of January 26, 1996, 7,746,732. This amount reflects One Hundred
Fifty (150) for One (1) reverse stock split effective October 27, 1995.
Transitional Small Business Disclosure Format (check one):
Yes ____ No X
COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS
(UNAUDITED)
December 31
1995
-----------
Current Assets:
Cash and Cash Equivalents (Note 2) $184,199
Accounts Receivable (Note 3) 44,124
Notes Receivable (Note 4) 10,360,000
Prepaid Expenses (Note 5) 329,380
Interest Receivable (Note 6) 120,900
Stock Subscriptions Receivable (Note 7) 597,332
-----------
Total Current Assets 11,635,935
-----------
Fixed Assets:
Equipment 555,927
Furniture & Fixtures 151,269
Leasehold Improvements 225,003
-----------
932,199
Less: Accumulated Depreciation
and Amortization 701,463
-----------
Total Net Fixed Assets 230,736
-----------
Other Assets:
Investment in Subsidiaries (Note 8) 366,576
Investments (Note 9) 74,338
Organization Expenses 840
Computer Software 46,521
Goodwill 95,242
Security Deposits 39,241
-----------
Total Other Assets 622,758
-----------
Total Assets $12,489,429
===========
The accompanying notes are an integral part of tthis report.
F-1
<PAGE>
COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
LIABILITIES & SHAREHOLDERS' EQUITY
F-1
(UNAUDITED)
December 31
1995
-----------
Current Liabilities:
Accounts Payable & Accrued Expenses (Note 10) $533,337
Leases Payable 25,060
Taxes Payable (Note 11) 294,278
Notes Payable (Note 12) 52,059
Salaries Payable (Note 13) 108,333
Loans Payable (Note 12) 723,760
-----------
Total Current Liabilities 1,736,827
-----------
Long Term Liabilities:
Leases Payable 23,649
Notes Payable (Note 12) 641,909
-----------
Total Long Term Liabilities 665,558
-----------
Total Liabilities 2,402,385
-----------
Shareholders' Equity: (Note 14)
Common Stock - Authorized
150 Mill. shares, $.0001 par
value, 6,818,212 issued
and outstanding at 12/95 682
Paid-In-Capital in Excess of
Par Value 45,406,407
Paid-In-Capital from
Treasury Stock 946,434
Paid-In-Capital from Warrants
Exercised 902,389
Translation Adjustment 5,527
Retained Earnings(Deficit) (36,524,695)
-----------
Total Shareholders' Equity 10,736,744
Less: Treasury Shares at Cost 649,700
-----------
Net Shareholders' Equity 10,087,044
-----------
Total Liabilities and
Shareholders' Equity $12,489,429
===========
The accompanying notes are an integral part of this report.
F-2
<PAGE>
COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER 31
1995 1994 1995 1994
------------ ------------ ------------- --------------
<S> <C> <C> <C> <C>
Revenues:
Operating Revenue $228,614 $403,014 $370,674 $411,535
Interest Income -0- 10,455 -0- 20,999
------------ ------------ ------------- --------------
Total Revenue 228,614 413,469 370,674 432,534
------------ ------------ ------------- --------------
Operating Expenses:
Selling Expenses (Schedule I) 6,159,056 503,130 7,827,174 1,016,863
Administrative Expenses (Schedule II) 654,178 667,457 1,202,119 1,083,123
Taxes 63,784 23,978 94,250 49,507
------------ ------------ ------------- --------------
Total Operating Expenses 6,877,018 1,194,565 9,123,543 2,149,493
------------ ------------ ------------- --------------
Net (Loss) from Operations ($6,648,404) ($781,096) ($8,752,869) ($1,716,959)
Non-Operating & Non-Recurring:
(Loss) on Investment (187,500) (115,576) (2,095,293) (177,961)
Bad Debt Expense (53,500) -0- (671,813) -0-
------------ ------------ ------------- --------------
Net (Loss) ($6,889,404) ($896,672) ($11,519,975) ($1,894,920)
============ ============ ============= ==============
Net (Loss) per Outstanding
Common Share (Note 15) ($2.85)* ($0.02) ($5.43)* (0.06)
============ ============ ============= ==============
</TABLE>
* NOTE: This amount reflects a One Hundred Fifty (150) for One (1) reverse
stock split effective October 27, 1995
The accompanying notes are an integral part of this report.
<PAGE>
COMMAND CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE SIX MONTHS ENDED
(UNAUDITED)
DECEMBER 31 DECEMBER 31
1995 1994
----------- -----------
Cash Flow from Operations:
- --------------------------
Net (Loss) ($11,519,975) ($1,894,920)
Adjustments to Reconcile Net Loss
to Net Cash Provided by Operations
Depreciation & Amortization (261,323) 185,302
Increase (Decrease) in:
Accounts Payable (796,082) 166,205
Leases Payable (58,163) (6,360)
Taxes Payable (198,782) 176,511
Notes Payable 22,894 279,580
Salaries Payable 25,416 -0-
Loans Payable 552,134 -0-
(Increase) Decrease in:
Accounts Receivable 240,990 (245,491)
Notes Receivable (10,000,000) -0-
Prepaid Expenses (310,072) (24,035)
Interest Receivable -0- (20,904)
Stock Subscriptions Receivable -0- 1,020,600
Organization Expenses 29,685 (28,148)
Computer Software 891 -0-
Security Deposits (5,000) -0-
------------- -------------
Net Cash Used (Provided) by Operations (22,277,387) (391,660)
------------- -------------
Cash Flow from Financing Activities:
- ------------------------------------
Proceeds from Issuance of Common Stock 18,264,367 3,026,733
Purchase of Treasury Stock (30,000) (1,750)
Retained Earnings Liquidated Subsidiaries 1,215,564 -0-
Investment in Subsidiaries 1,630,881 (2,057,004)
------------- -------------
Net Cash Flow from Financing Activities 21,080,812 967,979
------------- -------------
Cash Flow from Investing Activities:
- ------------------------------------
Capital Expenditures Paid in Cash 404,766 (217,717)
Translation Adjustment (14,033) 612
Bank/Data Center Acquisition 260,993 -0-
Goodwill 307,149 7,037
Investments 193,801 (282,798)
------------- -------------
Net Cash Provided (Used) by Investing
Activities 1,152,676 (492,866)
------------ -------------
Net (Decrease) Increase in Cash and
Cash Equivalents (43,899) 83,453
Cash and Cash Equivalents Beginning
of Period 228,098 107,561
------------- -------------
Cash and Cash Equivalents End of Period $184,199 $191,014
============= =============
The accompanying notes are an integral part of this report.
F-4
<PAGE>
COMMAND CREDIT CORPORATION AND SUBSIDIARIES
SUPPORTING SCHEDULES
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31 DECEMBER 31
SCHEDULE I 1995 1994 1995 1994
- ------------------- ------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Selling Expenses:
Salaries & Outside Services $91,671 $61,833 $105,117 $89,051
Travel & Entertainment 51,612 72,949 102,711 132,946
Telephone 22,837 21,019 41,041 34,419
Advertising 4,145 8,273 4,482 14,573
Consulting 1,732,932 238,300 2,445,212 568,889
Commissions 98,385 6,609 157,684 17,830
Marketing Expenses 1,450,171 67,795 1,469,290 125,917
Processing Charges 8,941 -0- 17,721 -0-
Public Relations 2,698,361 5,635 3,483,815 6,453
Trade Shows -0- 20,717 100 26,785
------------- -------------- ------------- ------------
Total Selling Expenses $6,159,055 $503,130 $7,827,173 $1,016,863
============= ============== ============= ============
SCHEDULE II
- -------------------
Administrative Expenses:
Salaries & Outside Services $232,212 $319,653 $505,409 $543,392
Professional Fees 78,894 134,667 189,188 235,964
Office Expenses 22,392 7,265 23,491 13,035
Stock Transfer Fees 98,566 1,623 101,342 3,188
Rent 47,154 38,109 92,860 59,100
Stationery, Printing & Postage 21,833 40,337 37,670 47,535
Insurance 41,808 27,564 74,534 42,647
Maintenance & Sanitation 5,486 5,381 11,410 9,774
Building & Equipment Leasing 7,253 24,081 21,602 24,526
Depreciation & Amortization 32,486 47,373 65,697 67,811
Utilities & Sundry Expenses 28,640 20,665 29,363 35,163
Interest Expense 37,454 739 49,553 988
------------- -------------- ------------- ------------
Total Administrative Expenses $654,178 $667,457 $1,202,119 $1,083,123
============= ============== ============= ============
</TABLE>
The accompanying notes are an integral part of this report.
F-5
<PAGE>
COMMAND CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A) Method of Accounting: Command Credit Corporation ("Command") utilizes the
accrual method of accounting in recording all transactions.
B) Consolidation: Command Credit Acceptance Corporation ("Acceptance") was
incorporated in Florida on September 9, 1985. On October 12, 1988, Acceptance
was acquired by Video Plan International Corp. ("VPI"), a New York corporation
with virtually no business activity since 1980. Simultaneously, VPI changed its
name to Command Credit Corporation ("Command"). Results of operations of Command
and its subsidiaries are reported on a consolidated basis.
C) Foreign Currency: Currency fluctuations resulting from the consolidation of
Foreign Offices are accumulated as prescribed by translation of foreign
operations under FASB 52. The resulting translation gains and losses are shown
as a component of Stockholders' Equity.
D) Depreciation & Amortization: Depreciation of fixed assets is being computed
on a straight line basis at rates adequate to allocate the cost of the assets
over their useful lives. Organization expense and Goodwill are being amortized
over five and thirty year periods, respectively.
E) Income taxes: Command recognizes taxes on income as the liability is
incurred. To date, Command has accumulated net operating losses which can be
used to offset future earnings.
NOTE 2: CASH AND CASH EQUIVALENTS
Cash and cash equivalents represents amounts available for current operations
held in cash, checking accounts and interest bearing accounts.
NOTE 3: ACCOUNTS RECEIVABLE
Accounts receivable consists of trade receivables in connection with our credit
card division.
2
<PAGE>
NOTE 4: NOTES RECEIVABLE
In October 1995, Command signed a definitive agreement with Jetlease\Finance
Corp., a Florida corporation ("Jetlease"), to acquire 100% of the common stock
of Fidelity Holding Corp., a wholly owned subsidiary of Jetlease. Jetlease is
primarily engaged in the leasing of small, medium and large aircraft to
corporations and high net worth individuals. This acquisition resulted in two
promissory notes totaling $10,000,000. Each note carries a 12% per annum
interest rate. These notes are interest only for twenty-four (24) months with
the entire principal due at the end of twenty-four (24) months. One note is
collateralized by a 1974 Boeing 727-200F and the other note is collateralized by
a 1971 Boeing 727-100.
In addition, the Company has a note receivable as a result of a guaranteed
investment.
NOTE 5: PREPAID EXPENSES
Prepaid expenses consists primarily of public relation expenses incurred in
connection with the development of the Company's business plan.
NOTE 6: INTEREST RECEIVABLE
Interest receivable represents interest accrued on outstanding subscriptions.
NOTE 7: STOCK SUBSCRIPTIONS RECEIVABLE
Stock subscriptions receivable represent subscriptions outstanding at December
31, 1995.
NOTE 8: INVESTMENT IN SUBSIDIARIES
Investment in subsidiaries consists primarily of the acquisition by Command,
through its wholly owned subsidiary, Command America Corp., 100% of Berwyn
Holdings, Inc., a bank card servicing company, located in Wilmington, Delaware.
In June 1995, Command pursuant to an arbitration agreement contained in a
written contract, entered into a Demand for Arbitration against Prime Source
Total Managed Care, Inc., (Prime). The nature of the dispute is fraud and
misrepresentation, and the relief sought is recision of the transaction and
return of the Company's investment. In addition, Command as the principal
shareholder of Prime, has brought a shareholder's derivative action against the
principal officers of Prime alleging fraud, misrepresentation and abuse of their
fiduciary duties to the Company. In September 1995, Command wrote-off its entire
investment in Prime.
3
<PAGE>
In addition, on September 21, 1995, a wholly-owned subsidiary of Prime filed for
bankruptcy. (See "Legal Proceedings")
NOTE 9: INVESTMENTS
Investments consist of one publicly held corporation.
NOTE 10: ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable consists of miscellaneous trade payables and amounts due to
vendors. Accrued expenses consist of expenses incurred during the period but
invoiced after December 31, 1995.
NOTE 11: TAXES PAYABLE
Taxes payable consists of amounts due to Federal, State & Local Agencies for
payroll taxes withheld.
NOTE 12: NOTES AND LOANS PAYABLE
Notes and loans payable consist of amounts lent to the Company by William G.
Lucas, the Chairman of Command as well as amounts due to third party short and
long-term lenders.
NOTE 13: SALARIES PAYABLE
Salaries payable consists of amounts owed to Mr. Lucas. Mr. Lucas has not drawn
a salary for the past several months and will continue not to draw a salary
until such time when significant revenues are generated from the imminent
implementation of the Company's programs. Mr. Lucas has also forgiven a
significant portion of his salary in prior years.
NOTE 14: SHAREHOLDERS' EQUITY
On October 4, 1995, Command's Board of Directors approved a reverse stock split
of its common shares, pursuant to which every One Hundred Fifty (150) shares of
the Company's issued and outstanding common stock was converted to One (1)
share. This reverse split became effective on October 27, 1995. In addition, the
Company has issued to shareholders of record as of the close of business on
Thursday, October 26, 1995, a warrant equivalent to a 300% common stock dividend
(post split), at no cost to the shareholder. Eighteen months from October 27,
1995, the warrants may be exercised at a price of $3.50 per share and converted
into common stock. These warrants will be callable by the Company on October 28,
1998 at par value.
NOTE 15: LOSS PER SHARE
Loss per share was computed by dividing the net loss by the weighted average
number of shares of common stock outstanding during the period. The weighted
average number of common shares outstanding during the three months ended
December 31, 1995 and
4
<PAGE>
1994 was 2,417,726 and 40,118,968, respectively. The weighted average number of
common shares outstanding during the six months ended December 31, 1995 and 1994
was 2,120,170 and 34,470,730, respectively. The amounts for the 1995 periods
reflect a One Hundred Fifty (150) for One (1) reverse stock split effective
October 26, 1995.
NOTE 16: Subsequent Event
In December 1995, Command acquired an additional 2,000 square feet of office
space at 100 Garden City Plaza, Garden City, New York where it maintains its
principal executive and marketing offices.
In January 1995, Command, through its wholly owned subsidiary, Berwyn Holdings
Inc., signed a definitive agreement with European American Bank (EAB) to provide
all of the credit card and payment processing services for EAB's secured credit
card program.
5
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Revenues for the three and six months ended December 31, 1995 were $228,614 and
$370,674, respectively, compared with $413,469 and $432,534 for the three and
six months ended December 31, 1994, respectively. The decrease in revenues is
due primarily to the write-off in September 1995 of Prime Source Total Managed
Care, Inc.
Operating expenses for the three and six months ended December 31, 1995 were
$6,877,018 and $9,123,543, respectively, compared with $1,194,565 and
$2,149,493, for the three and six months ended December 31, 1994, respectively.
The increase in operating expenses is due primarily to the increase in
consulting, marketing and public relations expenses incurred in connection with
the continued promotion and development of the business operations of the
Company and its subsidiaries.
For the three and six months ended December 31, 1995 the Company had net losses
of $6,889,404 and $11,519,975, respectively compared with $896,672 and
$1,894,920 for the three and six months ended December 31, 1994, respectively.
The increase in losses is due primarily to the increase in consulting, marketing
and public relations expenses incurred, as well as the increase in non-operating
and non-recurring expenses. These non-operating and non-recurring expenses were
incurred as a result of the liquidation of two inactive subsidiaries as well as
the write-off of the Company's Investment in Prime.
Capital Resources and Liquidity
As of December 31, 1995 Command held cash and short-term investments of
$184,199. These funds along with revenues generated from the acquisition of
Fidelity Holding, Corp., will enable the Company to meet its working capital
needs. Command had total assets of $12,489,429 and total liabilities of
$2,402,385.
The Company continues to explore new means to increase its capital base to
finance current operations and to implement its business plan.
6
<PAGE>
Part II. OTHER INFORMATION
ITEM I. LEGAL PROCEEDINGS
On September 21, 1995, Management Plus, Inc., a wholly owned subsidiary of Prime
Source Total Managed Care, Inc. ("Prime") filed a voluntary petition under
Chapter 7 of the U.S. Bankruptcy Code in U.S. Bankruptcy Court (Utah, District).
The Company holds 88% of the Common Stock of Prime.
Pursuant to a Stock Purchase Agreement dated October 28, 1994, the Company filed
on June 15, 1995, a Demand for Arbitration before the American Arbitration
Association against Prime and the former selling shareholders of Prime seeking
recision of the contract and return of the Company's investment.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Amendment dated December 26, 1995 to lease agreement dated
October 27, 1993 between the Company and New York Telephone
Company relating to its Garden City headquarters.
(b) Reports on Form 8-K
8-K dated November 30, 1995 to report:
Item 1. Changes in Control of Registrant
Item 2. Acquisition of Assets
Item 7. Financial Statements, Pro-Forma
Financial Information and Exhibits
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: February 2, 1996 COMMAND CREDIT CORPORATION
(Registrant)
By: /s/ William G. Lucas
William G. Lucas,
Chairman, President,
Chief Executive Officer
and Chief Financial Officer
FIRST AMENDMENT OF SUBLEASE
This AMENDMENT dated as of December 26, 1995 between New York Telephone
("SUBLESSOR"), a New York corporation having a principal office at 1095 Avenue
of the Americas, New York, New York 10036 and Command Credit Corp.,
("SUBLESSEE"), a New York corporation having an office at 100 Garden City Plaza,
Garden City, New York, 11530.
W I T N E S S E T H
WHEREAS, SUBLESSOR and SUBLESSEE entered into a Sublease dated October 10, 1993
(the "Sublease") for certain premises located at 100 Garden City Plaza, Garden
City, New York, and more particularly described in the Sublease.
WHEREAS, Sublessor and Sublessee agreed to enter into this Sublease Amendment
setting forth the matters contained herein;
NOW, THEREFORE, in consideration of the covenants contained hereinafter,
Sublessor and Sublessee hereby agree as follows:
Article 1
From and after December 26, 1995, Article One of the Sublease (DEMISE AND TERM)
shall hereby be amended to increase the rentable square footage from 9,471 to
11,471 rentable square feet of floor space on the second floor of the building
known as 100 Garden City, New York (the "Building") as shown on Exhibit A
attached hereto.
Article 2
From and after December 26, 1995, Article 2 of the Sublease (RENT) is hereby
amended so that Subtenant shall pay rent (hereinafter called "the rent") to
Sublessor at the following rate:
$172,065 per annum from February 26, 1996 to and including December 30, 1999.
<PAGE>
Article 3
Article 20 of the Sublease RENT ABATEMENT shall be amended to add that the
Subtenant shall not be obligated to pay rent for the expansion space from the
commencement date through February 25, 1996.
Article 4
Article 22 of the Sublease BROKERAGE shall be amended to stipulate that with
regard to the expansion space, the Sublessee warrants that it has not dealt with
any broker and holds the Sublessor harmless from any claims for a commission
due with regard to this Amendment.
Article 5
Security Deposit - Upon Commencement of the Lease Tenant will deposit with
Landlord the sum of $5,000 as security for the faithful performance and
observance by Tenant of the terms, provisions and conditions of this Lease. If
Tenant defaults in respect of any of the terms, provisions and conditions of
this Lease, including, but not limited to, the payment of Rent, Landlord may
use, apply or retain the whole or any part of the security so deposited to the
extent required for the payment of any Rent or any other sum as to which Tenant
is in default or for any sum which Landlord may expend or may be required to
expend by reason of Tenant's default in respect of any of the terms, covenants
and conditions of this lease, including, but not limited to, any damages or
deficiency in the reletting of the premises, whether such damages or deficiency
accrued before or after summary proceedings or other reentry by Landlord. If
Tenant shall fully and faithfully comply with all of the terms, provisions,
covenants and conditions of this Lease, the security shall be returned to Tenant
after the date fixed as the end of the Lease and after delivery of entire
possession of the Premises to Landlord. In the event of an assignment of
Sublessor's interest under the Main Lease, Sublessor shall have the right to
transfer the security to the Assignee and Landlord shall thereupon be released
by Tenant from all liability for the return of such security; and Tenant agrees
to look to the new Landlord solely for the return of said security, and the
provisions hereof shall apply to every transfer or assignment made of the
security to a new landlord. Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Landlord nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance.
-2-
<PAGE>
This Sublease Amendment is hereby incorporated into the Sublease and shall
become a part of it. In all other respects the Sublease shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the date first above written.
SUBLESSOR
NEW YORK TELEPHONE
By: /s/ JEANNE VAN BERGEN
Name: Jeanne Van Bergen
Title: Area Operations Manager
SUBLESSEE
COMMAND CREDIT CORP.
By: /s/ WILLIAM G. LUCAS
Name: William G. Lucas
Title: President & CEO
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated financial statements and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 184,199
<SECURITIES> 0
<RECEIVABLES> 10,404,124
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,635,935
<PP&E> 932,199
<DEPRECIATION> 701,463
<TOTAL-ASSETS> 12,489,429
<CURRENT-LIABILITIES> 1,736,827
<BONDS> 0
0
0
<COMMON> 682
<OTHER-SE> 10,086,362
<TOTAL-LIABILITY-AND-EQUITY> 12,489,429
<SALES> 0
<TOTAL-REVENUES> 370,674
<CGS> 0
<TOTAL-COSTS> 7,827,174
<OTHER-EXPENSES> 1,296,369
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,752,869)
<DISCONTINUED> 0
<EXTRAORDINARY> 2,767,106
<CHANGES> 0
<NET-INCOME> (11,519,975)
<EPS-PRIMARY> (5.43)
<EPS-DILUTED> (5.43)
</TABLE>
