PIONEER COMMERCIAL FUNDING CORP /NY/
10QSB, 2000-11-13
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB



(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, 2000

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)

                  1 Rockefeller Plaza, New York, New York 10020
                 ----------------------------------------------
              (Address and Zip Code of Principal Executive Offices)

                                 (212) 218-1850
                            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  3,203,665   shares  of  the   registrant's   common  stock
outstanding as of September 30, 2000.













<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                        PIONEER COMMERCIAL FUNDING CORP.


                              - FORM 10QSB INDEX -



                                                                                                                 Page(s)
PART I.        FINANCIAL INFORMATION:

Item 1.        Financial Statements

               Balance Sheets at September 30, 2000 (unaudited) and December 31, 1999                                 1

               Statements of Operations for the Three and Nine Month Periods
               Ended September 30, 2000 and 1999 (unaudited)                                                          2

               Statements of Comprehensive Income (Loss) for the Three and
               Nine Month Periods Ended September 30, 2000 and 1999 (unaudited)                                       3

               Statements of Cash Flows for the Nine Month Periods Ended September 30, 2000
               and 1999 (unaudited)                                                                                   4

               Notes to Financial Statements (unaudited)                                                             5 - 7

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

PART II        Other Information

               Exhibits and Reports on Form 8-K                                                                      11

               SIGNATURES                                                                                            12



<PAGE>


The accompanying notes are an integral part of these financial statements.

                                      - 4 -
PART I. Financial Information
Item 1. Financial Statements

                        PIONEER COMMERCIAL FUNDING CORP.
                                 BALANCE SHEETS

                                   - ASSETS -

                                                                                                  September 30,         December 31,
                                                                                                       2000                 1999
                                                                                                   (Unaudited)
CURRENT ASSETS:
     Cash and cash equivalents                                                                     $    430,847      $    1,979,395
     Mortgage warehouse loans receivable, net of allowance for loan losses                            1,000,172           1,572,550
     Loans held for resale, net of allowance for loan losses                                            178,276             236,179
     Receivable for loans shipped                                                                     1,716,969           1,716,969
     Accrued interest and fee receivable                                                                140,261             208,256
     Notes receivable-current portion                                                                   817,843           1,067,696
     Prepaid and other current assets                                                                    72,330             138,688
                                                                                               ----------------      --------------

TOTAL CURRENT ASSETS                                                                                  4,356,698           6,919,733

OTHER ASSETS:
     Investment securities available for sale                                                           123,250             108,750
     Other assets                                                                                       189,038             192,282
                                                                                               ----------------      --------------

TOTAL ASSETS                                                                                       $  4,668,986        $  7,220,765
                                                                                                   ============        ============

               - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
     Mortgage warehouse loans payable                                                             $  3,261,010         $  4,721,817
     Accounts payable and accrued expenses                                                             268,862              152,131
     Accrued interest and fees                                                                         779,565              511,349
     Deferred loan fees                                                                                 29,000               29,000
     Deferred legal fees                                                                                65,395               65,395
                                                                                                 -------------       --------------

TOTAL CURRENT LIABILITIES                                                                            4,403,832            5,479,692

SUBORDINATED DEBT                                                                                    1,000,000           1,626,000
                                                                                                 -------------       --------------

TOTAL LIABILITIES                                                                                    5,403,832            7,105,692
                                                                                                 -------------       --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
     Common  stock - $.01 par  value;  authorized  20,000,000  shares;  3,203,665  and
      2,771,136 shares issued and outstanding for 2000 and 1999, respectively                           32,036               27,712
     Additional paid-in capital                                                                     15,877,927           14,584,663
     Accumulated deficit                                                                           (16,543,059)         (14,381,052)
     Accumulated other comprehensive income (loss)                                                    (101,750)            (116,250)
                                                                                                 --------------      --------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                                  (734,846)             115,073
                                                                                                 --------------      --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                              $  4,668,986         $  7,220,765
                                                                                                  ============         ===========


<PAGE>


                        PIONEER COMMERCIAL FUNDING CORP.
------------------------------------------------------------------------------
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                               Three Months Ended September 30,     Nine Months Ended September 30,
                                                               --------------------------------       ---------------------------
                                                                    2000             1999                 2000               1999
                                                                    ----             ----                 ----               ----
INCOME:
Interest income                                               $      30,375     $    293,508        $     171,500       $ 1,455,091
Commissions and facility fees                                        -                 5,250               -                 63,208
Processing fees                                                       3,600          100,668               40,800           492,953
                                                              -------------    -------------       --------------       -----------
    Total Income                                                     33,975          399,426              212,300         2,011,252
                                                              -------------    -------------       --------------       -----------
Interest and Fee Costs:
Interest expense-warehouse and lines of credit                      123,250          302,623              387,263         1,427,794
Bank charges and facility fees                                          861            8,333                3,961            56,250
Bank processing fees                                                 -                 3,989                   10            34,415
                                                              -------------    -------------       --------------       -----------
    Total Interest and Fee Costs                                    124,111          314,945              391,234         1,518,459
                                                              -------------    -------------       --------------       -----------
Net Interest and Fee Income (Loss)                                  (90,136)          84,481             (178,934)          492,793
Loan loss provision                                                 100,000          311,055              200,000           819,698
                                                              -------------    -------------       --------------       -----------
                                                                   (190,136)        (226,574)            (378,934)         (326,905)
                                                              --------------   --------------      ---------------      ------------
Other Operating Expenses:
Compensation and benefits                                            57,016          247,088              171,434           718,303
Depreciation and amortization                                        -                48,244               -                144,508
Professional fees                                                   471,086          117,695            1,544,590           411,619
Utilities                                                             6,325            5,994                9,552            23,439
Rent                                                                 44,065           43,117              137,405           145,614
Repairs and maintenance                                              -                   404               -                  2,579
Other                                                                86,610           78,530              169,546           228,746
                                                              -------------    -------------       --------------       -----------
    Total Other Operating Expenses                                  665,102          541,072            2,032,527         1,674,808
                                                              -------------    -------------       --------------       -----------
    LOSS FROM OPERATIONS                                           (855,238)        (767,646)          (2,411,461)       (2,001,713)
                                                              --------------   --------------      ---------------      ------------
Other income (expense):
Interest income - other                                               4,548            7,305               26,121            44,915
Interest expense - other                                             -                  (393)              -                 (2,749)
Gain on disposal of fixed assets                                     -                90,577               -                 90,577
Litigation settlement                                                -                -                   219,828              -
Other income                                                         -                -                     5,504              -
                                                              -------------    -------------       --------------           --------
    Total Other Income (Expense)                                      4,548           97,489              251,453           132,743
                                                              -------------    -------------       --------------       -----------
    Loss Before Taxes Based on Income                              (850,690)        (670,157)          (2,160,008)       (1,868,970)
Provision (credit) for taxes based on income                            855               64                1,999               864
                                                              -------------    -------------       --------------       -----------
    NET LOSS                                                  $    (851,545)    $   (670,221)       $  (2,162,007)      $(1,869,834)
                                                              ==============    =============       ==============      ============

Basic and Diluted Loss
    Per Share of Common Stock                                 $       (0.30)    $      (0.24)       $       (0.78)      $     (0.67)
                                                              ==============    =============       ==============      ============

Weighted Average Number of Shares                                 2,785,240        2,771,136            2,775,872         2,771,136
                                                              =============    =============       ==============       ===========


<PAGE>



                        PIONEER COMMERCIAL FUNDING CORP.
                    STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (Unaudited)


                                                                            Three Months Ended                   Nine Months Ended
                                                                               September 30,                       September 30,
                                                                          2000             1999              2000               1999

NET LOSS                                                              $     (851,545)  $   (670,221)    $(2,162,007)    $(1,869,834)

     Change in  unrealized  gain (loss) on investment in securities
     available for sale                                              ---------------        (24,000)         14,500        (212,750)
                                                                                      --------------   -------------- -------------
                                                                              (2,750)

COMPREHENSIVE NET LOSS                                                $     (854,295)  $   (694,221)    $(2,147,507)    $(2,082,584)
                                                                      ===============  =============    ============     ===========


<PAGE>


                        PIONEER COMMERCIAL FUNDING CORP.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                                                                          Nine Months Ended
                                                                                                            September 30,
                                                                                                       2000                 1999
                                                                                                       ----                 ----
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                                      $   (2,162,007)    $  (1,869,834)
     Adjustments to reconcile net loss to net cash (used) provided by operating activities:
        Depreciation and amortization                                                                           -           144,508
        Loan loss reserve                                                                                 200,000           819,698
        Gain on disposal of fixed assets                                                                        -           (90,577)
     Changes in assets and liabilities:
        Decrease in mortgage warehouse loans receivable                                                   422,378        25,535,265
        Decrease in loans held for resale                                                                   7,903           125,486
        Decrease (increase) in accrued interest receivable                                                 67,995          (295,392)
        Decrease in prepaid expenses                                                                       66,358            54,468
        Decrease (increase) in notes receivable                                                           249,853          (268,498)
        Decrease in other assets                                                                            3,244           282,631
        Increase in accrued interest payable                                                              359,802           864,517
        Increase in due to mortgage banking companies                                                      -                 21,323
        Increase (decrease) in accounts payable and accrued expenses                                      116,731          (158,065)
                                                                                               ------------------     --------------
          Net cash (used in) provided by operating activities                                            (667,743)       25,165,530
                                                                                               -------------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets                                                                              -               (113,773)
     Net proceeds from sale of fixed assets                                                                -                792,638
                                                                                               ------------------     -------------
          Net cash provided by investing activities                                                        -                678,865
                                                                                               ------------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net decrease in borrowings used in operations, net of issuance costs                              (1,460,807)      (24,429,231)
     Increase in deferred expenses                                                                              -             2,749
     Proceeds from sale of stock                                                                          580,002              -
     Increase in convertible note                                                                          -               (100,000)
                                                                                               ------------------     -------------
          Net cash (used in) financing activities                                                        (880,805)      (24,526,482)
                                                                                               -------------------    --------------

NET (DECREASE) INCREASE IN CASH                                                                        (1,548,548)        1,317,913

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD                                                1,979,395         1,503,788
                                                                                               ------------------     -------------

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD                                                 $      430,847     $   2,821,701
                                                                                                   ==============     =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Interest paid                                                                                 $       25,000     $     563,605
                                                                                                   ==============     =============
     Income taxes paid                                                                             $        2,925     $         864
                                                                                                   ==============     =============

NONCASH FINANCING ACTIVITIES:
     Conversion of mortgage loans receivable to notes receivable                                   $       -          $     658,070
                                                                                                   ==============     =============
     Conversion of notes payable and accrued interest payable to shares                            $      792,586     $        -
                                                                                                   ==============     ==========

</TABLE>

<PAGE>


                        PIONEER COMMERCIAL FUNDING CORP.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Pioneer  Commercial  Funding Corp. (the Company) was a mortgage warehouse lender
providing short-term financing to mortgage bankers who need to hold the mortgage
loans they originate pending the nonrecourse sale of such loans to institutional
investors in the  secondary  mortgage  market.  The Company is in the process of
winding  down  its  current   operations  and  is  looking  for  other  business
opportunities.


Basis of Presentation:

In the opinion of  management,  the  accompanying  September 30, 2000  unaudited
interim  financial  statements  for the Company,  contain all  adjustments  of a
recurring nature  considered  necessary for a fair presentation of its financial
position as of  September  30, 2000 and  December  31, 1999  (audited),  and the
results of  operations  and  comprehensive  income (loss) for the three and nine
months  ended  September  30,  2000 and 1999 and cash  flows for the nine  month
periods  ended  September 30, 2000 and 1999.  The results of operations  for the
three  and  nine  month  periods  ended  September  30,  2000  and  1999 are not
necessarily  indicative  of the 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, 1999 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, 1999 included in the Company's Form
10-KSB.

From March of 1997 until September 30th of 1999 the Company had a revolving line
of credit with Bank One. The credit limit on the line increased from $25 million
to $60 million at its peak and decreased to $30 million when the line expired on
September  30th. As collateral  security for its  indebtedness to Bank One under
the Credit  Agreement,  the Company  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  Enterprises  Ltd., a major
shareholder of the Company,  had guaranteed  Bank One that it would maintain the
Company's  net  worth  through  an  additional  investment  or  loan of up to $2
million.

As a result of severe losses  incurred due to the burden of carrying  $1,716,969
in  non-producing  receivables  for loans  shipped  since 1997 (see Note D), the
related strain on the Company's  relationship  with its lender,  and to a lesser
extent secondary market changes,  credit lines to the Company were reduced.  The
Company saw no prospects of operating  at a profit  without  increased  lines of
credit and such additional lines were no longer  available,  causing the Company
to exit the mortgage warehouse banking business.  Accordingly, after stockholder
approval, operational assets of the Company were sold.

For the three and nine month periods ended September 30, 2000, no new loans were
funded.


<PAGE>


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Basis of Presentation (Continued):

At  present,  no new loans are being  funded  and every  effort is being made to
reduce bank  indebtedness  by selling loans in the Company's  possession  and by
collecting outstanding receivables.


NOTE B - GOING CONCERN UNCERTAINTY:

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going  concern.  However,  the Company is winding down its mortgage
warehouse lending business,  has sustained substantial operating losses over the
last two  years and has used  substantial  amounts  of  working  capital  in its
operations.  Management of the Company  determined that the Company did not meet
the revenue  objectives for its mortgage  warehouse lending business and did not
expect  the  Company  to be able to meet  these  objectives  in the  foreseeable
future.  The Company therefore decided to sell all its operating assets and will
explore other business opportunities.

In view of these matters,  realization of the assets of the Company is dependent
upon the Company's ability to meet its financing requirements and the success of
future operations.  The financial statements do not include adjustments relating
to  the   recoverability  and  classification  of  recorded  asset  amounts  and
classification  of  liabilities  that might be  necessary  should the Company be
unable to  continue in  existence  (see also Note D  regarding  litigation  gain
contingency).


NOTE C - LOANS HELD FOR RESALE:

In September  1999,  the Company used a portion of the proceeds from the sale of
its fixed  assets and  acquired  36 stale loans for  $574,774  from Bank One. At
September  30, 2000,  the balance of these loans are  reflected in the financial
statements at net  realizable  value  aggregating  $178,276,  which  includes an
aggregate reserve of $359,000.


NOTE D - RECEIVABLE FOR LOANS SHIPPED:

During  October  1997,  the Company  warehoused  $1.7 million in mortgages for a
customer  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.  The investor  miswired the funds to the
conduit's bank,  Corestates  Bank, N.A. The conduit's bank refused to return the
funds.  The Company took actions,  including legal action,  to collect the funds
from the  conduit,  the  conduit's  guarantor,  the investor  (Norwest)  and the
conduit's bank. The Company's lender,  Bank One Texas, N.A. ("Bank One"), 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.  In June 2000, the Company received a check in
the amount of $219,828 which represented  payment for a settlement  reached with
Norwest Funding, Inc.


NOTE D - RECEIVABLE FOR LOANS SHIPPED (Continued):

On July 26, 2000, a jury verdict in the case awarded the Company  direct damages
of $1,779,000,  consequential damages of $13,400,000 and punitive damages in the
amount  of  $337,500,000  for  an  aggregate  total  of  $352,679,000  from  the
defendant, First Union Bank, successor by merger to Corestates Bank. First Union
has stated that it will appeal the verdict.
<PAGE>
NOTE E - SHAREHOLDERS' EQUITY TRANSACTIONS:

In  September  2000,  the Company  received  (a)  $505,002  in exchange  for the
issuance of 168,334 new shares, (b) converted notes payable and accrued interest
aggregating  $792,586  into  264,195 new shares and (c) granted note holders and
other individuals  104,630 warrants to purchase 104,630 shares at an exercisable
price of $4.00 per share. These warrants expire on December 31, 2002.

Various  warrants issued when the Company  completed its initial public offering
were due to expire on August 12, 2000. The expiration date of these warrants was
extended to October 31, 2000 at which date they all expired.

NOTE F - SUBSEQUENT EVENT:

On October 3, 2000,  subsequent to the balance sheet date, the Company  received
$600,000 in exchange for the issuance of 200,000 new shares.


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

Pioneer  Commercial  Funding Corp. (the Company) was a mortgage warehouse lender
providing short-term financing to mortgage bankers who need to hold the mortgage
loans they originate pending the nonrecourse sale of such loans to institutional
investors in the  secondary  mortgage  market.  The Company is in the process of
winding down these operations.

General

From March of 1997 until September 30th of 1999 the Company had a revolving line
of credit with Bank One. The credit limit on the line increased from $25 million
to $60 million at its peak and decreased to $30 million when the line expired on
September  30th. As collateral  security for its  indebtedness to Bank One under
the Credit  Agreement,  the Company  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  Enterprises  Ltd., a major
shareholder of the Company,  had guaranteed  Bank One that it would maintain the
Company's  net  worth  through  an  additional  investment  or  loan of up to $2
million.

As a result of severe  losses  incurred  due to the actions of  CoreStates  Bank
(First  Union) and the related  strain on the  Company's  relationship  with its
lender,  and to a lesser extent  secondary  market changes,  credit lines to the
Company  were  reduced.  The Company saw no  prospects  of operating at a profit
without  increased  lines of credit  and such  additional  lines no longer  were
available,  causing the Company to exit the mortgage warehouse banking business.
Accordingly,  after stockholder approval, operational assets of the Company were
sold.

During the quarter ended  September 30, 1999,  business  activities  were in the
process of being shut down in an orderly  manner.  Clients  were advised that we
would no longer be able to provide them with funding and operational assets were
transferred  to the  purchaser.  The number of new loans and total fundings were
greatly  reduced  during this  termination  process and no new loans were funded
during the nine month period ended September 30, 2000.

At  present,  no new loans are being  funded  and every  effort is being made to
reduce bank  indebtedness  by selling loans in the Company's  possession  and by
collecting outstanding receivables.
<PAGE>
During  October  1997,  the Company  warehoused  $1.7 million in mortgages for a
customer  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.  The investor  miswired the funds to the
conduit's bank,  Corestates  Bank, N.A. The conduit's bank refused to return the
funds.  The Company took actions,  including legal action,  to collect the funds
from the  conduit,  the  conduit's  guarantor,  the investor  (Norwest)  and the
conduit's bank. The Company's lender,  Bank One Texas, N.A. ("Bank One"), 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.  In June 2000, the Company received a check in
the amount of $219,828 which represented  payment for a settlement  reached with
Norwest Funding, Inc.

On July 26, 2000, a jury verdict in the case awarded the Company  direct damages
of $1,779,000,  consequential damages of $13,400,000 and punitive damages in the
amount  of  $337,500,000  for  an  aggregate  total  of  $352,679,000  from  the
defendant, First Union Bank successor by merger to Corestates Bank. A post-trial
hearing  has since been held and the  Company is  presently  awaiting a judgment
decision.


Results of Operations

Nine Month Period Ended  September  30, 2000 Compared With The Nine Month Period
Ended September 30, 1999.

Revenues.  During the nine month  period  ended  September  30,  2000,  revenues
decreased to $212,300.  Revenues for the nine month period ended  September  30,
1999 were  $2,011,252.  Such  decrease  in revenue was due to no new loans being
funded during the latter period.

Direct Costs.  During the nine month periods ended  September 30, 2000 and 1999,
interest expense and other bank charges accrued on the Company's  revolving line
of credit  amounted to $391,234 and  $1,518,459,  respectively.  The decrease in
interest  and bank fees was due to a decrease in the use of the  Company's  bank
facility engendered by the above-described  decrease in credit limit and winding
down of operations.

Other Operating  Expenses.  The Company's other operating expenses of $2,032,527
during the nine month  period ended  September  30, 2000  consists  primarily of
salary and benefits of $171,434;  accounting  and legal fees of  $1,544,590  and
rent of $137,405.  The Company's other operating  expenses of $1,674,808  during
the nine month period ended September 30, 1999 consisted primarily of salary and
benefits of $718,303;  accounting  and legal fees of $411,619;  rent of $145,614
and depreciation of $144,508. The significant legal fees in 2000 were due to the
litigation with Corestates (First Union) described above.

Net Loss.  During the nine month  period  ended  September  30, 2000 the Company
incurred a net loss of $2,162,007  primarily  due to the  Company's  decision to
exit the mortgage business and legal costs incurred in litigation.  The net loss
for the nine month period ended  September 30, 1999 of $1,869,834  resulted from
the reduction in volume of business,  the burden of non-performing  loans in the
portfolio and the recognition of additional  reserves of $819,698  against loans
and fees receivable.

<PAGE>
Three Month Period Ended September 30, 2000 Compared With The Three Month Period
Ended September 30, 1999.

Revenues.  During the three month period  ended  September  30,  2000,  revenues
decreased  to $33,975 from  $399,426 for the three month period ended  September
30, 1999.  Such decrease in revenues was due to no new loans being funded during
the latter period.

Direct Costs.  During the three month periods ended September 30, 2000 and 1999,
interest expense and other bank charges accrued on the Company's  revolving line
of credit  amounted to $124,111  and  $314,945,  respectively.  The  decrease in
interest expense and bank fees was due to a decrease in the use of the Company's
bank credit facility engendered by the above-described  decrease in credit limit
and winding down of operations.

Other Operating  Expenses.  The Company's  other operating  expenses of $665,102
during the three month period ended  September 30, 2000  consisted  primarily of
salary and benefits of $57,016,  accounting and legal fees of $471,086, and rent
of $44,065.  The Company's operating expenses of $541,072 during the three month
period ended September 30, 1999 consisted  primarily of salaries and benefits of
$247,088,   legal  and  accounting  fees  of  $117,695,   rent  of  $43,117  and
depreciation of $48,244.  As mentioned  previously,  the legal costs were due to
the Corestates (First Union) litigation.

Net Loss.  During the three month  period ended  September  30, 2000 the Company
incurred a net loss of $851,545  primarily due to the Company's decision to exit
the mortgage  business and legal costs incurred in litigation.  The net loss for
the  three  months  ended  September  30,  1999 of  $670,221  resulted  from the
reduction  in volume of business and the burden of  non-performing  loans in the
portfolio and the recognition of additional  reserves of $311,055  against loans
and fees receivable. Liquidity and Capital Resources. At September 30, 2000, the
Company had cash of $430,847, a working capital deficit of $47,134 and a current
ratio of 1. to 1. At the  Company's  year end of December 31, 1999, it reflected
cash of $1,979,395, working capital of $1,440,041 and a current ratio of 1.26 to
1.

Cash Flow.  During the nine months ended  September  30, 2000,  the Company used
cash of  $1,548,548,  primarily  as a result of  reducing  bank debt and its net
loss.  During the nine months ended  September 30, 1999, the Company was able to
provide $1,317,913 net increase in cash flows, primarily as a result of reducing
its' net loans receivable.

The Company believes that its cash position  including expected cash collections
will be  sufficient  to meet its  financing  requirements  for the  next  twelve
months,  during the time of winding down current operations (see narrative above
as regards litigation with Corestates Bank).

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.


<PAGE>


Part II.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

         (b)      Reports on Form 8-K

                  The  Company  did not file any  reports on Form 8-K during the
quarter for which this report has been filed.

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

Exhibit No.                         Description

     27                             Financial Data Schedule



<PAGE>


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:
                                            ------------------
                                         Albert Nissim
                                         President, Principal Accounting Officer

Dated: November 13, 2000




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