UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-14731
COMPUTER MARKETPLACE, INC.
--------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 35-0558415
--------------------------------- --------------------------------
(State of or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1490 Railroad Street
Corona, California 91720
------------------------
(Address of Principal Executive Offices) (Zip Code)
(909) 735-2102
--------------
(Issuer's telephone number, including area code)
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
--- ---
As of May 14, 1996, 8,114,542 shares of the issuer's common stock were
outstanding.
This report contains 15 pages.
<PAGE>
(2)
Computer Marketplace, Inc. and Subsidiaries
Form 10-QSB
Index
Page
PART I. Financial Information: No.
Condensed Consolidated Balance Sheet as of March 31, 1996....... 3
Condensed Consolidated Statements of Operations for the three
and nine month periods ended March 31, 1996 and 1995........ 4
Condensed Consolidated Statements of Cash Flows for the nine
month periods ended March 31, 1996 and 1995................. 5-6
Notes to Condensed Consolidated Financial Statements............ 7-8
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 9-13
PART II. Other Information:
Exhibits and Reports on Form 8-K................................ 14
Signature....................................................... 15
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<TABLE>
<CAPTION>
(3)
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Computer Marketplace, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
March 31, 1996
(Unaudited)
<S> <C>
Assets
- - ------
Current assets:
Cash and cash equivalents $ 562,060
Accounts receivable, less allowance for
doubtful accounts of $ 163,483 4,209,169
Inventory, net (note 2) 3,177,174
Notes receivable - related parties 299,023
Income tax receivable 12,124
Other current assets 382,425
-----------
Total current assets 8,641,975
Property and equipment, net (note 3) 3,219,256
Goodwill, less accumulated amortization of $ 9,415 175,380
Other assets 81,877
-----------
Total assets $ 12,118,488
===========
Liabilities and Stockholders' Equity
- - ------------------------------------
Current liabilities:
Notes payable (note 4) $ 2,492,568
Accounts payable 1,802,454
Accrued payroll and payroll related liabilities 295,927
Current portion of long-term debt and capital
lease obligations 57,794
Other current liabilities 568,409
-----------
Total current liabilities 5,217,152
Long-term debt and capital lease obligations 1,541,393
Other liabilities 183,163
Stockholders' equity:
Preferred stock - $.0001 par value, 1,000,000 shares
authorized, no shares issued and outstanding
Common stock - $.0001 par value, 50,000,000 shares
authorized, 8,114,542 shares issued and outstanding 811
Capital in excess of par value 6,906,593
Accumulated deficit (1,730,624)
-----------
Total stockholders' equity 5,176,780
-----------
Total liabilities and stockholders' equity $ 12,118,488
===========
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(4)
Computer Marketplace, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three months ended Nine months ended
March 31, March 31,
1996 1995 1996 1995
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Revenues -
Product sales, rental,
service and other $ 9,238,465 $ 7,141,375 $ 23,737,114 $ 23,231,491
Cost and expenses:
Cost of revenues -
product sales, rental,
service and other 7,837,161 5,612,103 20,002,889 19,621,172
Selling, general and
administrative 1,289,163 1,457,618 3,943,243 3,802,052
---------- ---------- ---------- ----------
9,126,324 7,069,721 23,946,132 23,423,224
---------- ---------- ---------- ----------
Operating income (loss) 112,141 71,654 (209,018) (191,733)
---------- ---------- ---------- ----------
Other income (expense):
Interest and
other expense (96,666) (53,559) (277,655) (132,013)
Interest and
other income 10,546 4,720 43,166 14,790
---------- ---------- ---------- ----------
(86,120) (48,839) (234,489) (117,223)
---------- ---------- ---------- ----------
Income (loss) before
income taxes 26,021 22,815 (443,507) (308,956)
Provision for income taxes - 13,564 - 41,564
---------- ---------- ---------- ----------
Net income (loss) $ 26,021 $ 9,251 $ (443,507) $ (350,520)
========== ========== ========== ==========
Net income (loss)
per share $ 0.00 $ 0.00 $ (0.05) $ (0.04)
========== ========== ========== ==========
Weighted average common
shares outstanding 8,114,542 8,108,617 8,114,542 8,096,318
========== ========== ========== ==========
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(5)
Computer Marketplace, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended
March 31,
1996 1995
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (443,507) $ (350,520)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 217,473 206,045
Provisions for losses on accounts receivable (49,234) 10,000
Provisions for losses on inventory 94,905 166,473
Other valuation provisions (2,653) -
Loss on sale of equipment 1,278 -
Write-off of other assets - 28,000
Changes in assets and liabilities:
Accounts receivable (789,311) (309,479)
Inventory 31,199 (2,151,202)
Other current assets (86,457) 151,124
Accounts payable (107,808) 871,977
Accrued payroll and payroll related
liabilities (170,329) (67,038)
Other current liabilities 331,991 (215,330)
---------- ----------
Net cash used in operating activities (972,453) (1,659,950)
---------- ----------
Cash flows from investing activities:
Cash paid for acquisition - (21,601)
Decrease (increase) in notes receivable
related parties 8,855 (75,659)
Purchase of property and equipment (359,601) (514,808)
Proceeds from sale of equipment 10,775 -
Increase in other assets (43,084) (2,371)
---------- ----------
Net cash used in investing activities (383,055) (614,439)
---------- ----------
Cash flows from financing activities:
Net increase in notes payable 1,192,568 200,000
Proceeds from long-term debt 21,255 1,320,688
Payments on long-term debt and
capital lease obligations (43,920) (39,549)
---------- ----------
Net cash provided by financing activities 1,169,903 1,481,139
---------- ----------
(continued)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(6)
Computer Marketplace, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows, Continued
(Unaudited)
Nine months ended
March 31,
1996 1995
---------- ----------
<S> <C> <C>
Decrease in cash and cash equivalents $ (185,605) $ (793,250)
Cash and cash equivalents, beginning of period 747,665 1,314,276
---------- ----------
Cash and cash equivalents, end of period $ 562,060 $ 521,026
========== ==========
Supplemental disclosures of cash flow information:
Cash paid for interest $ 259,663 $ 132,013
========== ==========
Net cash paid for (received from) income taxes $ - $ (129,119)
========== ==========
<FN>
Supplemental disclosures of non-cash operating activities:
In September 1995, $274,235 of accounts payable was reclassified to other
liabilities to reflect the negotiated payment terms.
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
(7)
Computer Marketplace, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.BASIS OF PRESENTATION
---------------------
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of the
consolidated financial position of Computer Marketplace, Inc. and
subsidiaries (the "Company") as of March 31, 1996, the consolidated results
of its operations for the three and nine month periods ending March 31, 1996
and 1995 and its cash flows for the nine month periods ending March 31, 1996
and 1995. Although the Company believes that the disclosures in these
financial statements are adequate to make the information presented not
misleading, certain information and footnote information normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules
and regulations of the Securities and Exchange Commission. Results of
operations for the period ended March 31, 1996 are not necessarily
indicative of results to be expected for the full year. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Form 10-KSB for the year ended June 30,
1995.
Certain amounts in the three and nine month periods ended March 31, 1995
condensed consolidated financial statements have been reclassified to
conform to the current presentation.
2.INVENTORY
---------
Inventory $ 2,763,138
Inventory on short-term rental 1,019,980
---------
3,783,118
Less inventory valuation allowance 605,944
---------
Inventory, net $ 3,177,174
=========
Inventory on short-term rental consists of new and previously owned computer-
related equipment which is typically rented to customers for a few months to
fulfill their temporary computing needs. The Company, based on the
satisfactory economics of the transaction, will allocate existing inventory
to the transaction if the product is available in-house, or purchase the
equipment to meet the customer's needs. At the expiration of the rental
period, upon the return of the equipment to the Company, the equipment is re-
marketed for sale along with similar equipment in the Company's inventory.
The Company charges operations for an estimate of the inventory's valuation
decrease while it is on temporary rental. Net increases to the inventory
valuation allowance associated with the above equipment were $94,905 and
$166,473 for the nine month periods ending March 31, 1996 and 1995,
respectively.
<PAGE>
(8)
3.PROPERTY AND EQUIPMENT
----------------------
Property and equipment at March 31, 1996, consists of the following:
Land $ 901,328
Buildings and property improvements 1,733,599
Machinery and equipment 782,953
Furniture and fixtures 144,978
Automobiles and trucks 170,507
Long-term rental equipment 116,250
----------
3,849,615
Less accumulated depreciation 630,359
----------
Property and equipment, net $ 3,219,256
==========
4.NOTES PAYABLE
-------------
In September 1995, the Company entered into a new revolving credit facility
agreement ("Credit Facility") with a financing company. This Credit
Facility replaced the then outstanding $2,000,000 revolving credit line with
a bank. The Credit Facility allows the Company to borrow up to $2,500,000
and bears interest at a rate of 2.25% above the lender's "reference rate"
(as defined). The borrowing capacity under the Credit Facility is dependent
upon "eligible" (as defined) accounts receivable and inventory, and
fluctuates daily. At March 31, 1996, borrowings under the Credit Facility
and additional amounts available for borrowing under the Credit Facility
were $2,492,568 and $7,432, respectively. The Credit Facility is
collateralized by substantially all of the Company's assets, except for real
property. The Credit Facility expires in September 1997.
5.COMMITMENTS AND CONTINGENCIES
-----------------------------
On January 3, 1996 the Company's Board of Directors approved the issuance of
948,500 non-qualified stock options to substantially all employees of the
Company, its subsidiaries, and the non-employee directors, to purchase
shares of the Company's common stock at an exercise price equal to 100% of
the market value of the Company's common stock on the date of grant. The
stock options require future employment or services to the Company and vest
one third each on January 3, 1997, January 3, 1998 and January 3, 1999,
respectively. The stock options must be exercised by January 3, 2006. On
January 3, 1996, 942,500 stock options were granted.
<PAGE>
(9)
PART I. FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
- - ---------------------
The following information should be read in conjunction with the condensed
consolidated financial statements and the notes thereto included in this
Quarterly Report and in the audited Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's Form 10-KSB for the fiscal year ended
June 30, 1995.
QUARTER ENDED MARCH 31, 1996 COMPARED TO QUARTER ENDED MARCH 31, 1995
- - ---------------------------------------------------------------------
Total revenues for the quarter ended March 31, 1996, were $9,238,465 compared
to $7,141,375 for the quarter ended March 31, 1995. This represents an
increase of $2,097,090 or 29%. Revenues from product sales for the quarter
ended March 31,1996 totaled $8,856,029, a $2,160,663 or 32% increase compared
to $6,695,366 for the quarter ended March 31, 1995. The increase in current
quarter product sales revenues compared to the prior year is mainly attributed
to the sales growth of Medical Marketplace, Inc. Revenues from rental,
service and other for the quarter ended March 31, 1996 were $382,436, a
$63,573 or 14% decrease compared to $446,009 for the quarter ended
March 31, 1995.
Superior Solutions, Inc. contributed approximately $203,000 in revenues for
the three months ended March 31, 1996, compared with approximately $521,000
for the three months ended March 31, 1995. Superior Solutions, Inc.'s
performance was disappointing during the quarter, and it appears that this
below-standard performance will continue into the fourth quarter. In late
January 1996, the local manager of the subsidiary was replaced. In addition,
certain employees, including an experienced sales representative, resigned.
Computer Marketplace, Inc. is implementing a strategy to more fully integrate
Superior Solutions, Inc.'s networking and sales operations and networking
product lines into its California based networking and sales operations.
Management anticipates that it will require approximately three more months
until profitable operations can be obtained from this subsidiary.
Medical Marketplace, Inc. contributed approximately $1,916,000 in revenues for
the three months ended March 31, 1996 as compared to $181,000 for the three
months ended March 31, 1995. Continuing investments made by Medical
Marketplace, Inc. in experienced sales representatives and technical staff, as
well as a growing recognition within the industry as an established reseller
of previously owned and upgraded magnetic resonance imaging (MRI), computed
tomography scanner (CT) and ultrasound equipment have positively impacted the
sales of this subsidiary. Continued revenue growth and sustained profitability
for this subsidiary are expected in the fourth quarter and into the next
fiscal year.
<PAGE>
(10)
Aggregate cost of revenues for the quarters ended March 31, 1996 and 1995 were
$7,837,161 or 85% of revenues and $5,612,103 or 79% of revenues, respectively.
Cost of revenue percentages are expected to remain relatively stable during
the next fiscal quarter with small decreases anticipated. Factors which will
favorably reduce the cost of revenues percentage include; a company focus
toward higher margin transactions through a focus on our end user customer
base, a change in computer sales representative compensation plans which
includes a substantially higher base salary and less of a commission component
than prior periods and the positive effect that higher margin medical
equipment sales has on the consolidated percentage.
The rapidly expanding technology in the computer industry serves to enhance
the Company's vertical markets. To capitalize on this opportunity, the Company
is currently recruiting highly skilled individuals to strengthen its position
as a comprehensive computer solutions provider. This strategy will provide
the Company with opportunities for expansion in new targeted markets; rental
end-user business and equipment leasing, while complimenting and strengthening
its position in the resale computer equipment market.
Previously owned medical equipment is just beginning to gain acceptance in the
health care community as a cost effective alternative to new equipment. The
Company believes that its field representative program, financial strength and
support structure will provide Medical Marketplace, Inc. a distinct advantage
over many of the subsidiary's competitors.
Selling, general and administrative ("SG&A") expenses for the quarters ended
March 31, 1996 and 1995 were $1,289,163 or 14% of revenues and $1,457,618 or
20% of revenues, respectively. The aggregate decrease in SG&A expenses from
the prior quarter was $168,455 or 12%. The decrease in current quarter SG&A
expenses compared to the prior year is primarily attributed to the Company's
cost reduction strategy. In response to a revenue shortfall in the first
quarter of fiscal 1996 and after a critical internal evaluation of the
Company's growing sales staff, the Company instituted a cost reduction
strategy during September and October 1995. This strategy, which capitalizes
on the efficiencies gained by administrative improvements and more stringent
sales performance criteria developed by the Company, resulted in a net
reduction of fourteen (14) positions in the Company at that time. At May 1,
1996 the employee head count consisted of eighty-five (85) full-time and four
(4) part-time employees. In addition, the Company has consolidated its Corona
personnel into one building and has closed its Pennington, New Jersey and
Atlanta, Georgia computer sales offices. The Company's strategy is to
transition toward larger regional computer sales offices in order to minimize
costs and improve operating leverage. The Company will continue to critically
evaluate its own sales staff and recruit and hire experienced sales
representatives with backgrounds in strategically important products lines.
Operating income was $112,141 and $71,654 for the quarters ended March 31,
1996 and 1995, respectively. This $40,487 or 57% favorable change was
primarily a result of improved sales performance at Computer Marketplace,
Inc., and Medical Marketplace, Inc., and the effects of the cost reductions
described above, but was hurt by the negative financial performance of the
Company's networking and asset recovery subsidiaries.
<PAGE>
(11)
Interest expense for the quarter ended March 31, 1996 was $96,666 compared to
$53,559 for the quarter ended March 31, 1995. Management anticipates that
interest expense will increase slightly from its current levels due to higher
borrowing costs associated with the current credit facility, higher short-term
borrowing requirements and scheduled interest payments on existing long-term
loans.
The Company's net income was $26,021 or $0.00 per share for the quarter ended
March 31, 1996 versus net income of $9,251 or $0.00 per share for the quarter
ended March 31, 1995. The net income was a result of the business conditions
described herein.
NINE MONTHS ENDED MARCH 31, 1996 COMPARED TO NINE MONTHS ENDED MARCH 31, 1995
- - -----------------------------------------------------------------------------
Total revenues for the nine months ended March 31, 1996, were $23,737,114
compared to $23,231,491 for the nine months ended March 31, 1995. This
represents an increase of $505,623 or 2%. Revenues from products sales for
the nine months ended March 31, 1996, totaled $22,493,820, a $296,497 or 1%
increase compared to $22,197,323 for the nine months ended March 31, 1995.
Revenues from rental, service and other for the nine months ended March 31,
1996, were $1,243,294 a $209,126 or a 20% increase compared to $1,034,168 for
the nine months ended March 31, 1995.
Superior Solutions, Inc. contributed approximately $1,232,000 in revenues for
the nine months ended March 31, 1996 compared with approximately $2,124,000
for the nine months ended March 31, 1995. Superior Solutions, Inc.'s
performance was disappointing during the current period, and it appears that
this below-standard performance will continue into the fourth quarter. In
late January 1996, the local manager of the subsidiary was replaced. In
addition, certain employees, including an experienced sales representative,
resigned. Computer Marketplace, Inc., is implementing a strategy to more
fully integrate Superior Solutions, Inc.'s networking and sales operations and
networking products lines into its California based networking and sales
operations.
Medical Marketplace, Inc. contributed approximately $2,612,000 in revenues for
the nine months ended March 31, 1996, compared to approximately $380,000 for
the nine months ended March 31, 1995. Continuing investments made by Medical
Marketplace, Inc. in experienced sales representatives and technical staff, as
well as a growing recognition within the industry as an established reseller
of previously owned and upgraded magnetic resonance imaging (MRI), computed
tomography scanner (CT) and ultrasound equipment have positively impacted the
sales of this subsidiary. Continued revenue growth and sustained
profitability for this subsidiary are expected in the fourth quarter and into
the next fiscal year.
The Company believes that the rapid technological advances in computer
products enhance its market. Many companies purchase used equipment at
significant discounts from new equipment to handle most of their computing
needs, as most applications do not require the latest technology available.
Previously owned medical equipment is just beginning to gain acceptance in the
health care community as a cost effective alternative to new equipment. The
Company believes that its field representative program, financial strength and
support structure will provide Medical Marketplace, Inc. a distinct advantage
over many of the subsidiary's competitors.
<PAGE>
(12)
Aggregate cost of revenues for the nine months ended March 31, 1996 and 1995
were $20,002,889 or 84% of revenues and $19,621,172 or 84% of revenues,
respectively. Cost of revenue percentages are expected to remain relatively
stable during the next fiscal quarter with small decreases anticipated.
Factors which will favorably reduce the cost of revenues percentage include; a
company focus toward higher margin transactions through a focus on our end
user customer base, a change in computer sales representative compensation
plans which includes a substantially higher base salary and less of a
commission component than prior periods and the positive effect that higher
margin medical equipment sales has on the consolidated percentage.
Selling, general and administrative ("SG&A") expenses for the nine months
ended March 31, 1996 and 1995 were $3,943,243, or 17% of revenues and
$3,802,052, or 16% of revenues, respectively. The aggregate increase in SG&A
expenses from the prior period was $141,191 or 4%. The increase in SG&A
expenses is partly attributed to increases in costs associated with the
expanded operations of Medical Marketplace, Inc. SG&A expenses attributed to
Medical Marketplace, Inc. were approximately, $335,000 and $171,000 for the
nine months ended March 31, 1996 and 1995, respectively.
Operating loss was $209,018 and $191,733 for the nine months ended March 31,
1996 and 1995, respectively. This $17,285 or 9% unfavorable change was due to
losses incurred in the first quarter of fiscal 1996.
Interest expense for the nine months ended March 31, 1996 was $277,655
compared to $132,013 for the nine months ended March 31, 1995. Management
anticipates that interest expense will continue to increase in the current
year over similar periods in the prior year, due in part to existing real
estate-secured financing, additional short-term borrowing requirements and
higher interest rates.
The Company's net loss was $443,507 or $0.05 per share for the nine months
ended March 31, 1996, versus $350,520 or $0.04 per share for the nine months
ended March 31, 1995. The net loss was a result of the business conditions
described herein.
VARIABILITY OF PERIODIC RESULTS AND SEASONALITY
- - -----------------------------------------------
Results from any one quarter or nine month period cannot be used to predict
the results for the entire year. Revenues fluctuate from period to period;
however, management does not see any seasonality or predictability to these
fluctuations.
<PAGE>
(13)
LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------
The Company has historically financed its growth and cash needs primarily
through borrowings and cash generated from operations. The funds received
through the initial public offering in June 1993, in the amount of
approximately $6.6 million, enabled the Company to eliminate most of its long-
term debt at that time. Working capital as of March 31, 1996 and June 30,
1995 was $3,424,823 and $3,868,587, respectively, consisting primarily of cash
and cash equivalents, accounts receivable and inventory.
During the nine month period ended March 31, 1996, the Company used the
June 30, 1995 available cash and cash equivalents of approximately $748,000
and the availability of borrowing under the Company's revolving Credit
Facility in order to fund the operations of the Company, which included a
$278,137 net reduction in accounts payable, accrued payroll and payroll-
related liabilities, and other liabilities. Investments made by the Company
include improvements to its facilities of approximately $128,000, the purchase
of mobile medical equipment to be used for rental of $116,000 and investments
of approximately $69,000 for machinery, equipment and software.
Management has emphasized an inventory reduction program encompassing both the
stored inventory, as well as the inventory on short-term rental contracts.
Management believes this disciplined strategic reduction will enhance the
Company's operating effectiveness, provide additional liquidity, and reduce
the exposure to negative inventory valuation adjustments caused by changing
market conditions. Certain temporary increases in inventory amounts are due
to selected purchases made by the Company which are intended to be sold
quickly. Additional inventory increases are expected relating to Medical
Marketplace, Inc.'s growth.
In addition, management intends to investigate alternative financing options
to be utilized for both our domestic and foreign customers in order to enhance
the opportunities for the Company's growth. Equally important, the Company
intends to expand the utilization of favorable vendor account payable terms in
conjunction with its sales, promotion and support of selected vendor product
lines. Longer-term cash requirements, other than normal operating expenses,
are anticipated for acquisition candidates. The Company may consider further
financing in order to supplement both internally generated funds and its
current Credit Facility, which funds could be used to finance a new long-term
equipment rental program and growth beyond the normal revenue increases in its
business.
<PAGE>
(14)
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule - Electronic Format Only
(b) No reports on Form 8-K were filed by the Company during the quarter ended
March 31, 1996.
<PAGE>
(15)
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.
COMPUTER MARKETPLACE, INC.
Date: May 14, 1996 By: /s/ Thomas Iwanski
-----------------------
Thomas Iwanski
Vice President and
Chief Financial Officer
Signing on behalf of the registrant
and as principal financial and
accounting officer.
<PAGE>
