PIONEER COMMERCIAL FUNDING CORP /NY/
10QSB/A, 1998-11-25
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                                       U.S. SECURITIES AND EXCHANGE COMMISSION
                                                    Washington, D.C. 20549

                                                          FORM 10-QSB/A



(Mark One)

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

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

For the Quarterly Period Ended September 30, 1998

Commission File Number 0-24940

                                PIONEER COMMERCIAL FUNDING CORP.
              (Exact name of small business issuer as specified in its charter)

  New York                                           13-3763437
(State or Other Jurisdiction of             (IRS Employer Identification No.)
Incorporation or Organization)

         21700 Oxnard Street, Suite 1650, Woodland Hills, California 91367
                 (Address and Zip Code of Principal Executive Offices)

                                                      (818) 346-1921
                                                  Issuer's Telephone Number

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

         There  were  5,542,272   shares  of  the   registrant's   common  stock
outstanding as of November 18, 1998.

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Part I            Financial Information
         Item 1 - Financial Statements

                                                PIONEER COMMERCIAL FUNDING CORP.
                                                       BALANCE SHEETS
- -------------------------------------------------------------------------------------------------------------------------
                                                                               September 30              December 31
                                                                                   1998                     1997
                                                                               (unaudited)              _____________
                                  ASSETS                                    
    Cash and cash equivalents                                                   $  3,598,666      $        2,972,845
    Mortgage warehouse loans receivable, net of allowance for loan losses         30,608,161              47,291,076
    Loans held for resale, net of allowance for loan losses                          795,990               4,504,231
    Receivable for loans shipped                                                   1,716,969               1,716,969
    Accrued interest and fee receivable                                            1,224,442                 930,656
    Prepaid and other assets                                                         149,055                  99,907
                                                                                 --------------
        Total Current Assets                                                      38,093,283              57,515,684
                                                                               ----------------------
    Fixed Assets
        Furniture and equipment                                                      247,828                 119,882
        Proprietary computer software                                                551,114                 535,645
        Leasehold improvements                                                       151,855                  26,855
                                                                                    --------                ---------
                                                                                     950,797                 682,382
        Less accumulated depreciation and amortization                               555,383                 448,853
                                                                                    --------                -------
            Net Fixed Assets                                                         395,414                 233,529
                                                                                    ---------                --------
    Investment securities available for sale                                         581,250               1,032,000
    Deposits on furniture and equipment                                              378,838                 321,260
    Other assets                                                                     762,923                 484,130
                                                                               ------------------------  ---------------------
            Total Assets                                                          $ 40,211,708            $59,586,603
                                                                                 ==============
                     LIABILITIES AND STOCKHOLDERS' EQUITY
    Liabilities:
        Mortgage warehouse loans payable                                            31,229,039             50,056,160
        Accounts payable and accrued expenses                                           94,337                362,869
        Accrued interest and fees                                                      612,356              1,047,132
        Due to mortgage banking companies                                              517,682                629,421
        Accrued taxes based on income                                                     (829)                  -
        Deferred loan fees                                                              29,000                 29,000
        Deferred legal fees                                                             64,217                 60,683
                                                                               -------------------------
            Total Current Liabilities                                               32,545,802             52,185,265
                                                                               ----------------------
    Subordinate debt                                                                 1,726,000               1,000,000
                                                                               -----------------------
            Total Liabilities                                                       34,271,802              53,185,265
                                                                               ----------------------



    Commitments & Contingencies:
    Stockholders' Equity:
    Common stock                                                                       55,423                  54,423
    Additional paid-in capital                                                     14,556,952              14,316,952
    Accumulated deficit                                                            (9,028,719)             (8,777,037)
    Accumulated other comprehensive income-
    Unrealized gain on investment securities                                          356,250                 807,000
                                                                               ------------------------
    Total Stockholders' Equity                                                      5,939,906               6,401,338
                                                                               -----------------------
    Total Liabilities and Stockholders' Equity                                  $  40,211,708       $      59,586,603
                                                                               =====================      =================
       The accompanying notes are an integral part of these statements.
- ---------------------------------------------------------------------------------------------------------------------
<PAGE>

                                                   PIONEER COMMERCIAL FUNDING CORP.
                                                     STATEMENTS OF OPERATIONS
                                                            (unaudited)

                                                             Three Months   Ended                   Nine Months      Ended

                                                                 September 30                           September    30
Income:                                                       1998                1997                 1998                1997
                                                             ------              ------               ------              -----
Interest income                                         $ 1,051,828              $614,901       $  3,740,403          $  985,147
Commissions and facility fees                                42,895                28,244            184,991              55,819
Processing fees                                             414,690               306,719          1,525,835             427,800
                                                       ------------------------------------------------------------- ------------
    Total Income                                          1,509,413               949,864          5,451,229          1,468,766
                                                       -------------------- --------------------- -----------------  ------------
Interest and Fee Costs:
Interest expense-warehouse and lines of credit              863,730               467,355          3,129,351             687,385
Bank charges and facility fees                               37,500                 4,591            112,500              13,819
Bank processing fees                                         20,131                20,532             73,919              31,500
                                                       --------------------------------------------------------------------------
    Total Interest and Fee Costs                            921,361               492,478          3,315,770             732,704
                                                       ------------------------------------------------------------- -------------
Net interest and fee income                                 588,052              457,386          2,135,459             736,062
Loan loss provision                                         362,929                  -              745,401                 -
                                                       ---------------------
                                                            225,123             457,386            1,370.058            736,062
                                                            -------
Other Operating Expense:
Compensation and benefits                                   302,647              113,269             790,803            260,022
Depreciation and amortization                                51,000               29,662            116,530              95,415
Professional fees                                            21,751               33,146            127,271             177,235
Utilities                                                    12,447                9,878             39,470              25,151
Rent                                                         60,186               10,644            163,898              23,712
Repairs and maintenance                                       4,590                5,034             12,571              13,535
Other                                                       134,877              126,149             397,786            235,580
                                                           ---------------- ---------------------------------------- ------------
    Total Other Operating Expenses                          587,498              327,782          1,648,329             830,650
                                                           ---------------- ---------------------------------------- ------------
    Income (loss) from operations                          (362,375)              129,604          (258,271)            (94,588)
                                                       --------------------
Other Income and (Expense):
Interest income - other                                      20,129               38,271              61,285             55,490
Interest expense-other                                       (1,511)              (1,178)             (3,867)            (3,534)
Miscellaneous income                                           -                    -                    -               18,800
Non-operating expense                                          -                    -                (50,000)          (446,576)
                                                       --------------------------------------------------------------------------
    Total other income and (expense)                         18,618               37,093               7,418           (375,820)
                                                       --------------------------------------------------------------------------
   
    Income (loss) before taxes based on income             (343,757)              166,697           (250,853)          (470,408)
Provision for taxes based on income                          (9,171)                1,149                  829            2,274
 
                                                          --------------------------------------------------------------------------
    Net Income (Loss)                                 $    (334,586)      $       165,548      $    (251,682)    $    (472,682)
                                                       ==========================================================================

Basic and Diluted Income (Loss)
    Per Share of Common Stock                          $     (0.060) $              0.030$            (0.045) $          (0.115)
                                                       ==========================================================================

Weighted Average Number of Shares                         5,542,272            5,442,272           5,534,580          4,116,265
                                                       ==================== ======================================== ============




   The accompanying  notes are an integral part of these statements.

<PAGE>

                                                 PIONEER COMMERCIAL FUNDING CORP.
                                                STATEMENTS OF COMPREHENSIVE INCOME
                                                            (unaudited)



                                                             Three Months   Ended                      Nine Months   Ended
                                                                September   30                           September   30
                                                              1998                 1997                1998                1997
                                                             ------



Net income (loss)                                       $        (334,586)   $          165,548        $  (251,682)   $    (472,682)

Change in unrealized gain on investment in
  securities available for sale                                                                            (450,750)


Comprehensive net income (loss)                         $        (334,586)   $          165,548         $ (702,432)    $   (472,682)
                                                       -------------------



      The accompanying  notes are an integral part of these statements.
<PAGE>


                                                 PIONEER COMMERCIAL FUNDING CORP.
                                                      STATEMENT OF CASH FLOWS
                                       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                                            (unaudited)

                                                                                                       1998                1997
                                                                                                       -----
Cash Flows from Operating Activities:
Net income (loss)                                                                                $        (251,682)   $    (472,682)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization                                                                              116,530           95,415
(Increase) decrease in --
    Mortgage warehouse loans receivable                                                                 16,682,915      (15,754,006)
    Loans held for resale                                                                                3,708,241
    Accrued interest receivable                                                                           (293,786)        (170,124)
    Prepaid expenses                                                                                       (49,148)         140,506
    Other assets                                                                                            (4,170)         258,202
Increase (decrease) in --
    Accrued interest payable                                                                               (434,776)         90,056
    Due to mortgage banking companies                                                                      (111,739)         87,019
    Accounts Payable and Accrued Expenses                                                                  (279,361)       (173,473)
                                                                                                --------------------

Net Cash provided (used) by operating activities                                                        19,083,024      (15,899,087)
                                                                                                -------------------

Cash Flows from Investing Activities:
Purchase of fixed assets                                                                                   (268,415)        (29,093)
Investment in and advances to joint venture                                                                (274,623)        (40,000)
Deposits on furniture and fixtures                                                                           (57,578)           -
                                                                                                ---------------------
Net cash used in investing activities                                                                      (600,616)        (69,093)
                                                                                                --------------------

Cash Flows from Financing Activities:
Net increase (decrease) in borrowings used in operations,
    net of issuance costs                                                                             (18,827,121)       14,582,690
Decrease in revolving line of credit and bridge financing                                                                  (37,500)
Increase in deferred expenses                                                                               3,534         (401,721)
Increase in convertible note                                                                              726,000         1,800,000
Net proceeds from issuance of stock                                                                       241,000         2,292,134
                                                                                                ---------------------
Net cash (used) provided by financing activities                                                      (17,856,587)       18,235,603
                                                                                                ------------------

Net Increase in cash                                                                                      625,821         2,267,423

Cash and Cash Equivalents at the Beginning of the Period                                                2,972,845           355,293
                                                                                                --------------------

Cash and Cash Equivalents at the End of the Period                                               $       3,598,666     $  2,622,716
                                                                                                ====================

Supplemental Disclosure of Cash Flow Information:
    Interest paid                                                                                $       3,750,546    $     450,056
    Income taxes paid                                                                                        -                3,169
                                                                                                ============================

Non Cash Financing Activities
Cost of equity offering paid in prior years                                                      $          -          $    315,039
                                                                                                ====================== ====


 The accompanying  notes are an integral part of these statements.

</TABLE>

<PAGE>

                                          PIONEER COMMERCIAL FUNDING CORP.
                                                   NOTES TO FINANCIAL STATEMENTS
                                                        SEPTEMBER 30, 1998


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management,  the accompanying  unaudited financial  statements
for Pioneer  Commercial Funding Corp. (the Company) contain all adjustments of a
recurring nature  considered  necessary for a fair presentation of its financial
position as of September 30, 1998,  the results of operations  for the three and
nine month periods ended  September 30, 1998 and 1997 and its cash flows for the
nine month periods ended  September 30, 1998 and 1997. The results of operations
for the three and nine month periods  ended  September 30, 1998 and 1997 are not
necessarily indicative of the Company's results of operations to be expected for
the entire year.

The accompanying  unaudited interim  financial  statements have been prepared in
accordance  with  instructions to Form 10-Q and,  therefore,  do not include all
information and footnotes  required to be in conformity with generally  accepted
accounting principles.  The financial information provided herein, including the
information  under  the  heading,   "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations," is written with the presumption
that the users of the interim financial statements have read, or have access to,
the Company's December 31, 1997 audited financial  statements and notes thereto,
together with the  Management's  Discussion and Analysis of Financial  Condition
and Results of  Operations  as of December  31, 1997 and for the year then ended
included in the Company's filings on March 31, 1998 with the SEC on Form 10-KSB.


2.  LOANS HELD FOR RESALE

The Company in accordance  with its loan and security  agreement took possession
from a customer in the process of liquidating  under Chapter 7 of the Bankruptcy
Code, 37 loans it funded having an aggregate value of $4.5 million.  The Company
has a perfected  interest in the loans and sold 32 of the loans in June and July
at a net discount of $72,070.  The five loans unsold at September  30, 1998 with
an original loan amount of $825,990,  together  with holdback  receivable on the
sold loans, are held at the lower of cost or market, which includes a reserve of
$149,000.

3.  RECEIVABLE FOR LOANS SHIPPED

During  October 1997 the Company  warehoused  $1.7 million in mortgages  for the
same  customer as  described  in Note 2 above,  who used a third party  conduit,
American  Financial  Mortgage  Corporation,  to sell its  loans to an  investor,
Norwest  Funding,  Inc.  The Company  provided  instructions  to the third party
conduit that the funds were to be wired by the investor to the  Company's  bank,
Corestates Bank, N. A.. The investor  mis-wired the funds to the conduit's bank.
The  conduit's  bank has  refused  to return the  funds.  The  Company is taking
actions,  including  legal  action,  to collect the funds from the conduit,  the
conduit's guarantor,  the investor and the conduit's bank. The Company's lender,
Bank One Texas,  N.A. ("Bank One"),  has joined the litigation as a co-plaintiff
in support of the Company's  position.  In addition the Company has a $5 million
personal  guarantee from the third party  conduit's  primary  shareholder and an
additional  $2  million  guarantee  from  the  customer's  primary  shareholder.
Although it is impossible  to assess with accuracy the ultimate  outcome of this
matter,  management is confident  that it will recover the funds from either the
bank or the third party guarantors.

4.   INVESTMENT IN AND ADVANCES TO PIONEER HOME FUNDING

On April 16,  1997 the  Company  entered  into a joint  venture  agreement  with
Maryland  Financial  Corporation  ("MFC") to form Pioneer Home  Funding,  LLC, a
California  Limited Liability  Company,  ("PHF").  The Company accounts for this
investment on the equity method. The agreement provides that the Company and MFC
would  maintain  80% and  20%  ownership  interests,  respectively,  in PHF.  An
amendment to the agreement was made on October 31, 1997. This amendment provides
that the Company would  contribute  $40,000 for a 20 percent interest in PHF. In
addition, the Company may from time to time, at its option, make loans to PHF as
needed. Under this agreement the Company has the option to convert loans made to
PHF into an 80%  interest  in PHF. As of  September  30,  1998,  the Company has
advanced as a loan receivable $474,100.

5.  INVESTMENT IN FIDELITY FIRST MORTGAGE CORP. (FFIR)

On July 7,  1997 the  Company  purchased  300,000  shares  at $.75 per  share of
Fidelity First Mortgage Corp., NASDAQ (FFIR) for a total investment of $225,000.
FFIR shares  closed on September 30, 1998 at $1.9375 per share.  Fidelity  First
Mortgage is based in Columbia,  Maryland and funds conforming and non-conforming
single family residential mortgages in Maryland,  Virginia,  Delaware,  Florida,
North and South Carolina.



6.  LINE OF CREDIT AND CAPITAL MAINTENANCE AGREEMENT

On August 31, 1998 Bank One extended  its line of credit to the Company  through
October 30, 1998  reducing the credit limit to $50 million.  Effective  June 30,
1998 Leedan  Business  Enterprise  Ltd.  ("Leedan"),  a 49% owner of the Company
entered into a Capital  Maintenance  Agreement with Bank One wherein Leedan will
cause capital  contributions or subordinated debt advances, up to $2 million, to
be made to the Company in order to  maintain an adjusted  Company net worth of a
least $8 million, upon official written request by Bank One. This agreement will
continue in effect  until the Company  has paid its  obligation  to Bank One and
Bank One terminates its commitment to supply the Company credit.  (See also Note
9).

7.  SUBORDINATE DEBT

On November 26, 1997, the Company issued $1,000,000 in subordinated debt as part
of a $4 million private placement.  The private placement provided for a minimum
purchase of $250,000 (1 unit) with each unit obtaining 7,500 Warrants that allow
for the purchase of 7,500 shares.  The exercise  price of the shares is equal to
the  price of the  Company's  stock as of the date of issue of the  subordinated
debt. The Company has 30,000 Warrants  outstanding (7,500 per unit for 4 units).
The  subordinated  debt carries an interest rate of 10% per annum and matures on
November 25, 2002. The Company's  stock price on November 26, 1997 was $2.875 On
September  11,  1998 three  subordinated  debt  advances  pursuant to the Leedan
Capital  Maintenance  Agreement  (note  6)  were  made to the  Company  totaling
$726,000  secured by notes.  The notes are due the later of December 11, 1998 or
when a replacement for the Bank One lending facility is in place,  with interest
paid quarterly at 11% per annum.

8.  YEAR 2000 COMPUTER READINESS

The Year 2000 ("Y2K") issue is the result of computer programs using a two-digit
format,  as opposed to four digits,  to indicate the year. Such computer systems
will be unable to  interpret  dates  beyond the year 1999,  which  could cause a
system failure or other computer  errors,  leading to disruptions in operations.
The  Company  has  two  basic  computer  functions,  accounting  and  collateral
tracking.  Date sensitive calculations such as fees and interest charges and due
dates on loans  comprising the Company's  warehouse loans receivable and payable
would be negatively  effected if the accounting and collateral  tracking systems
were not compliant  after the end of 1999.  The Company,  with the assistance of
outside software  contractors,  is in the process of changing its accounting and
collateral  tracking  computer systems from  non-compliant  systems run on AS400
hardware to a compliant system run on a Windows NT network. Final implementation
of fully  tested and  operationally  Y2K  compliant  systems is  projected to be
complete  by the end of the first  quarter of 1999.  Cost  incurred  to date for
computer system enhancement,  which includes work flow technology and collateral
document  scanning  for  electronic  storage  as  well  as  Y2K  compliance,  is
approximately $350,000 which is included in equipment and software fixed assets.
Additional  cost to complete the project are  expected to be less than  $50,000.
The Company's banks and lender have communicated that they will be Y2K compliant
by the end of 1999.  No other third party Y2K  compliance  is expected to have a
material impact on the operations of the Company.

9.  SUBSEQUENT EVENTS

On October 30, 1998 the  Company's  line of credit  with Bank One  matured.  The
Company and Bank One continue to discuss the terms of the credit line extension.
Bank One continues to fund the Company's mortgage loans on a discretionary basis
up to $40 million.

In November 1998 the Company discovered that a customer mortgage banker borrowed
$568,736 for the expressed purpose of funding 18 loans. The customer  apparently
commingled  said loan funds with operating  funds and ultimately such funds were
not used to complete the loans. Accordingly,  the loan collateral has diminished
and $300,000 has been  reserved as of September 30, 1998.  The Company
has  enforceable  guarantees  from  the  customer's   principals,   an  assigned
certificate of deposit and UCC claims on the assets of the customer. However, at
this  time  management  is  uncertain  of  the  ultimate  collectability  of the
guarantees.  Management  will pursue the  Company's  rights under the claims and
guarantees to the full extent of the law.

In November 1998 the Company  discovered that another  customer  mortgage banker
borrowed  $1,288,934 for the expressed purpose of funding 43 loans. The customer
apparently  commingled  said loan funds with operating funds and ultimately such
funds  were  not  used to  complete  the  loans.  The  Company  has  enforceable
guarantees from the customer's  principals,  assigned certificate of deposit and
UCC claims on the assets of the customer.  One of the customer's guarantors is a
stockholder of the Company. The stockholder  guarantor has expressed interest in
fulfilling the requirements of the guarantee and the financial ability to do so.
The  Company  is  negotiating  terms  of  settlement  of the  amount  due on the
uncollateralized   loans  and  accrued   interest  and  fees  thereon  with  the
stockholder  guarantor.  Management  is  confident  that the amount of the loans
funded and the accrued interest and fees thereon will ultimately be collected.

                                                       




<PAGE>



Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
           RESULTS OF OPERATIONS

  General

On February  28,1997,  the Company  completed a private  placement of securities
with eight  investors  who invested an aggregate of $4 million in the Company in
consideration  for 2.2 million shares of Common Stock and $1.8 million principal
amount of convertible  promissory  notes of the Company.  The Convertible  Notes
were  converted  into 1.8  million  shares of Common  Stock on May 9,  1997.  On
November 26, 1997 a private  investor  purchased an option for $9,000 to acquire
100,000  common  shares at $2.41 per share.  On January  21, 1998 the option was
exercised  and  100,000  common  shares  were  issued  for a  purchase  price of
$241,000.

From March of 1997 to October 30, 1998, the Company had a credit  agreement with
BankOne,  Texas,  N.A.  (ABank  One@).  Pursuant to the Credit  Agreement,  most
recently  amended  September 9, 1998, Bank One provided the Company with up to a
$60,000,000  revolving  line of credit.  Subsequent to October 30, 1998 Bank One
has agreed to continue to fund the Company's  customer loans on a  discretionary
basis up to $40 million while the Company obtains a replacement  line of credit.
As  collateral  security  for its  indebtedness  to Bank One  under  the  Credit
Agreement,  the Company  has granted to Bank One a security  interest in various
assets  including,  but not limited  to, all  promissory  notes  acquired by the
Company with  respect to any loans  funded by the Company  with  proceeds of the
Bank One credit line and all mortgages or other forms of collateral securing the
funding of such loans.  In addition,  Leedan Business  Enterprise  Ltd., a 49.2%
shareholder of the Company,  has guaranteed  Bank One, that it will maintain the
Company's  net worth  (including  subordinated  debt) at a  minimum  level of $8
million, up to an additional investment or loan of $2 million.


Results  of Operations

   Nine Month  Period  Ended  September  30, 1998  Compared  with the Nine Month
Period Ended September 30, 1997.

Revenues.  During  the nine month  period  ended  September  30,  1998  revenues
increased to $5,451,229  compared to $1,468,766  for the nine month period ended
September 30, 1997.  The volume of loan  fundings  during the nine month periods
ended  September 30, 1998 and 1997 totaled  approximately  $378 million and $183
million  respectively.  Such increases in revenues,  loan funding,  interest and
processing  fees were due to the increase in loan  activity  experienced  by the
Company during the latter period.

During the nine month period ended  September 30, 1998,  the Company  financed a
total of 6,400 loans totaling  $378,626,955  with a weighted  average  principal
amount of $59,160 for an average duration of 34 days per borrowing which amounts
included 6,264 loans funded through bank borrowings aggregating  $373,352,488 in
weighted  average  principal  amounts of $59,603.  During the nine month  period
ended  September 30, 1997, the Company  financed a total of 2,666 loans totaling
$183,463,720  with a weighted average principal amount of $68,816 for a duration
of 19 days per borrowing which amounts  included 2,228 loans funded through bank
borrowings  aggregating  $161,220,552 in weighted average  principal  amounts of
$72,361.

Direct Costs.  During the nine month periods ended  September 30, 1998 and 1997,
interest expense and other bank charges accrued on the Company's  revolving line
of credit  amounted to $3,315,770  and $732,704,  respectively.  The increase in
interest  expense  and  bank  fees  was  due to an  increase  in the  use of the
Company's bank credit  facility  engendered by the  above-described  increase in
loan activity.

Other Operating  Expenses.  The Company's other operating expenses of $1,648,629
during the nine month period ended  September  30, 1998  consisted  primarily of
salary and benefits of $790,803;  accounting and legal fees of $127,271; rent of
$163,898 and depreciation of $116,530. The Company's other operating expenses of
$830,650  during  the nine month  period  ended  September  30,  1997  consisted
primarily of salaries and benefits of $260,022 and legal and accounting  fees of
$177,235.  The  increase in other  operating  expenses for the nine month period
ended September 30, 1998 are due to the increase in lending activity.

Net Loss Versus Net Loss.  During the nine month period ended September 30, 1998
the  Company  incurred  a net loss of  $251,682  primarily  as a  result  of the
$745,401   reserves   recorded   to  reflect   management's   estimate   of  the
uncollectability of stale warehouse loans and certain other  undercollateralized
loans.  During  the nine month  period  ended  September  30,  1997 the  Company
incurred a net loss of  $472,682  primarily  as a result of  increased  costs of
$446,576  associated  with the  professional,  financial  consulting and similar
services  which the  Company  incurred  by reason of its change in status from a
privately owned to a publicly held company.


Three Month Period Ended September 30, 1998 Compared with the Three Month Period
Ended September 30, 1997.

Revenues.  During the three month  period  ended  September  30,  1998  revenues
increased  to  $1,509,413  compared to $949,864 for the three month period ended
September 30, 1997.  The volume of loan fundings  during the three month periods
ended  September 30, 1998 and 1997 totaled  approximately  $114 million and $112
million,  respectively.  Such increases in revenues, loan funding,  interest and
processing  fees were due to the increase in loan  duration  experienced  by the
Company during the latter period.

During the three month period ended  September 30, 1998, the Company  financed a
total of 1,851 loans totaling  $114,122,403  with a weighted  average  principal
amount of $61,654 for an average duration of 32 days per borrowing which amounts
included 1,830 loans funded through bank borrowings aggregating  $112,828,150 in
weighted  average  principal  amounts of $61,655.  During the three month period
ended  September 30, 1997, the Company  financed a total of 1,749 loans totaling
$112,260,409  with a weighted average principal amount of $64,185 for a duration
of 17 days per borrowing which amounts  included 1,606 loans funded through bank
borrowings  aggregating  $107,223,199 in weighted average  principal  amounts of
$66,764.

Direct Costs.  During the three and nine month periods ended  September 30, 1998
and 1997,  interest  expense  and other bank  charges  accrued on the  Company's
revolving line of credit  amounted to $921,361 and $492,478,  respectively.  The
increase in interest  expense and bank fees was due to an increase in the use of
the Company's bank credit facility engendered by the above-described increase in
loan duration.


Other Operating  Expenses.  The Company's  other operating  expenses of $587,498
during the three month period ended  September 30, 1998  consisted  primarily of
salary and benefits of $302,647;  accounting and legal fees of $21,751;  rent of
$60,186  and  depreciation  of  $51,000.  The  Company's  operating  expenses of
$327,782  during the three month  period  ended  September  30,  1997  consisted
primarily of salaries and benefits of $113,269 and legal and accounting  fees of
$33,146.  The  increase in  operating  expenses for the three month period ended
September 30, 1998 are due to the increase in lending activity.

Net Loss Versus Net Income.  During the three month period ended  September  30,
1998 the Company  incurred a net loss of $334,586  primarily due to the $362,929
reserve for estimated losses due to under collateralized loans. During the three
months  the  Company's  volume  of  business  was  reduced  as a  result  of the
tightening of investor cash  available for customer  loans,  particularly  "125"
loans which  previously  comprised a substantial  portion of the number of loans
funded by the Company.  125 loans are bill consolidation loans with high loan to
value  ratios  that  are  more  dependant  on the  borrower's  credit  than  the
underlying  real estate value.  Loss from  operations for the three months ended
September  30, 1998 of $362,375  compared to  operating  income of $129,604 as a
result of the  aforementioned  reserves  and  reduced  volume of business in the
third  quarter of 1998 versus the  expansion of business in the third quarter of
1997.  During the three month period ended September 30, 1997 the Company earned
a net  income  of  $165,548  as a  result  of the  introduction  of the Bank One
warehouse credit facility and the increase in customer base.

Liquidity and Capital Resources.
At September  30, 1998 the Company had cash of  $3,598,666,  working  capital of
$5,547,481  and a  current  ratio  of 1.17 to 1. At the  Company's  year  end of
December  31,  1997,  it  reflected  cash  of  $2,972,845,  working  capital  of
$5,330,419 and a current ratio of 1.1 to 1.

Cash Flow.
During the nine months ended  September 30, 1998 the Company was able to provide
$625,821  net increase in cash flows,  primarily  as a result of reducing  loans
receivable.  For the nine months ended September 30, 1997, the Company generated
$2,267,423  of net cash  primarily  due to  borrowings,  issuances  of stock and
convertible notes.
<PAGE>

The Company believes that its cash flows from operations and continuing lines of
credit will be sufficient to meet its  financing  requirements  for at least the
next twelve month period.

Other:
This report contains forward-looking statements and information that is based on
management's beliefs and assumptions, as well as information currently available
to management.  When used in this document, the words "anticipate,"  "estimate,"
"expect,"   "intend"   and  similar   expressions   are   intended  to  identify
forward-looking statements.  Although the Company believes that the expectations
reflected in such  forward-looking  statements  are  reasonable,  it can give no
assurance that such expectations  will prove to be correct.  Such statements are
subject to certain risks,  uncertainties and assumptions.  Should one or more of
these risks or uncertainties  materialize,  or should the underlying assumptions
prove  incorrect,  actual results may vary  materially  from those  anticipated,
estimated or expected.  Among the key factors that may have a direct  bearing on
the Company's operating results are fluctuations in the economy,  the degree and
nature of  competition,  the risk of delay in product  development  and  release
dates and acceptance of , and demand for, the Company's products.


Part II           Other Information

     Item 6       Exhibits and Reports on Form 8-K

     (a)          Exhibits

                  The  following  document has been filed  exclusively  with the
Securities and Exchange Commission:

Exhibit No.                                 Description

     27                                     Financial Data Schedule

     (b)          Reports on Form 8-K

                  The Company filed an 8-K on November 4, 1998 reporting changes
in Certifying Accountant.


<PAGE>

                             Signature

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                      Pioneer Commercial Funding Corp.


                                       By:   John O'Brien
                                             Principal Financial Officer

Dated: November 25, 1998



<PAGE>




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial  information extracted from the balance
sheet and  statements  of operations  filed as part of the  Company's  quarterly
report on Form 10-QSB/A and is qualified in its entirety by reference  to such
report.

</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>               DEC-31-1998
<PERIOD-START>                  JAN-01-1998
<PERIOD-END>                    SEP-30-1998
<CASH>                          3,598,666
<SECURITIES>                    0
<RECEIVABLES>                   34,345,562
<ALLOWANCES>                    0
<INVENTORY>                     0
<CURRENT-ASSETS>                38,093,283
<PP&E>                          950,797
<DEPRECIATION>                  555,383
<TOTAL-ASSETS>                  40,211,708
<CURRENT-LIABILITIES>           31,229,039
<BONDS>                         0
           0
                     0
<COMMON>                        55,423
<OTHER-SE>                      5,884,483
<TOTAL-LIABILITY-AND-EQUITY>    40,211,708
<SALES>                         0
<TOTAL-REVENUES>                3,315,770
<CGS>                           0
<TOTAL-COSTS>                   3,315,770
<OTHER-EXPENSES>                1,648,329
<LOSS-PROVISION>                (250,853)
<INTEREST-EXPENSE>              0
<INCOME-PRETAX>                 0
<INCOME-TAX>                    829
<INCOME-CONTINUING>             (251,682)
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    (251,682)
<EPS-PRIMARY>                   (0.045)
<EPS-DILUTED>                   (0.045)
        


</TABLE>


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