COMPUTER MARKETPLACE INC
10QSB, 1998-02-17
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                    ---------

                                   FORM 10-QSB

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the quarter ended December 31, 1997         Commission File Number 0-14731
                      ------------------                               -------

                           COMPUTER MARKETPLACE(R), INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                     33-0558415
            (State or other jurisdiction of              (I.R.S. Employer
            incorporation or organization)              Identification No.)

            1171 Railroad Street
            Corona, California                                 91720
            (Address of principal executive offices)        (Zip code)

Registrant's telephone number, including area code:     (909) 735-2102



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  and  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                              Yes   X      No

As of February 4, 1998,  1,352,424  shares of the  issuer's  common  stock,  par
value, $.0001 per share were outstanding.


<PAGE>



COMPUTER MARKETPLACE(R), INC., AND SUBSIDIARIES
- ------------------------------------------------------------------------------


INDEX
- ------------------------------------------------------------------------------




Part I:  FINANCIAL INFORMATION

Item 1: Financial Statements

        Condensed Consolidated Balance Sheet as of December 31, 1997
        [Unaudited]...............................................      1

        Condensed Consolidated Statements of Operations for the three and six
        months ended December 31, 1997 and 1996 [Unaudited].......      2

        Condensed Consolidated Statements of Cash Flows for the six months
        ended December 31, 1997 and 1996 [Unaudited]..............      3

        Notes to Condensed Consolidated Financial Statements [Unaudited]4

Item 2: Management's Discussion and Analysis of Financial Condition
        and Results of Operations.................................      5 - 8

Signature Page....................................................      9




                          .   .   .   .   .   .   .   .


<PAGE>



PART I - FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------


COMPUTER MARKETPLACE(R), INC., AND SUBSIDIARIES
- ------------------------------------------------------------------------------


CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1997.
[UNAUDITED]
- ------------------------------------------------------------------------------
<TABLE>


Assets:
Current Assets:
<S>                                                                     <C>        
  Cash and Cash Equivalents                                             $   728,334
  Accounts Receivable - Net                                               1,742,436
  Inventory - Net                                                           477,485
  Other Current Assets                                                       35,511
                                                                        -----------

  Total Current Assets                                                    2,983,766

Property Held for Sale - Net                                                486,534

Property and Equipment - Net                                              1,125,909

Other Assets                                                                286,904
                                                                        -----------
  Total Assets                                                          $ 4,883,113
                                                                        ===========

Liabilities and Stockholders' Equity:
Current Liabilities:
  Notes Payable                                                         $   809,510
  Accounts Payable                                                          645,696
  Accrued Payroll and Payroll Related Liabilities                           152,800
  Current Portion of Long-term Debt                                         240,665
  Other Current Liabilities                                                 251,882
                                                                        -----------

  Total Current Liabilities                                               2,100,553
                                                                        -----------
Long-Term Debt                                                              740,329
                                                                        -----------
Minority Interest in Net Assets of Subsidiary                               127,788
                                                                        -----------

Commitments and Contingencies                                                    --

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, 1,352,424 Shares Issued and Outstanding                          135

  Deferred Compensation                                                    (365,824)

  Capital in Excess of Par Value                                          8,785,099

  Accumulated Deficit                                                    (6,504,967)
                                                                        -----------
  Total Stockholders' Equity                                              1,914,443
                                                                        -----------
  Total Liabilities and Stockholders' Equity                            $ 4,883,113
                                                                        ===========

The Accompanying Notes are an Integral Part of these Condensed Consolidated Financial Statements.

</TABLE>
                                        1

<PAGE>



COMPUTER MARKETPLACE(R), INC. AND SUBSIDIARIES
- ------------------------------------------------------------------------------


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
- ------------------------------------------------------------------------------
<TABLE>


                                                Three months ended        Six months ended
                                                   December 31,              December 31,
                                                   ------------              ------------
                                               1 9 9 7      1 9 9 6     1 9 9 7        1 9 9 6
                                               -------      -------     -------        -------

Revenues:
<S>                                         <C>          <C>          <C>           <C>         
  Product Sales, Rental, Service andOther   $ 3,046,463  $ 6,688,413  $ 5,641,744   $ 13,868,292

Cost and Expenses:
  Cost of Revenues - Product Sales, Rental,
   Service and Other                          2,441,023    5,876,096    4,526,569     12,135,757
  Selling, General and Administrative           779,199    1,698,921    1,754,621      2,958,751
                                             ----------  -----------  -----------    -----------

  Total Cost and Expenses                     3,220,222    7,575,017    6,281,190     15,094,508
                                            -----------  -----------  -----------    -----------

Operating Loss                                 (173,759)    (886,604)    (639,446)    (1,226,216)
                                            -----------  -----------  -----------    -----------

Other Income [Expense]:
  Interest Expense                              (28,272)     (90,596)     (41,993)      (206,106)
  Interest Income                                 6,306           --       21,593            234
  Miscellaneous Income                            7,885        9,883       31,988         19,374
                                            -----------  -----------  -----------    -----------

  Total Other [Expense] Income                  (14,081)     (80,713)      11,588       (186,498)
                                            -----------  -----------  -----------    -----------

  Loss Before Income Taxes, Minority
   Interest in Income of Subsidiary and
   Extraordinary Item                          (187,840)    (967,317)    (627,858)    (1,412,714)

Provision for Income Taxes                           --           --           --             --

Minority Interest in Income
  of Subsidiary                                 (35,779)     (19,100)      (9,350)       (19,100)
                                            -----------  -----------  -----------    -----------

  Loss Before Extraordinary Item               (223,619)    (986,417)    (637,208)    (1,431,814)

Extraordinary Item:
  Gain from Extinguishment of Debt
   [Net of Income Taxes of $-0-]                     --           --       98,226             --
                                            -----------  -----------  -----------    -----------

  Net Loss                                  $  (223,619) $  (986,417) $  (538,982)   $(1,431,814)
                                            ===========  ===========  ===========    ===========

Loss Per Share:
  Loss Before Extraordinary Item
   [Net of Income Taxes]                    $      (.17) $      (.73) $      (.47)   $     (1.06)
  Extraordinary Item                                 --           --          .07             --
                                            -----------  -----------  -----------    -----------

  Net Loss Per Share                        $      (.17) $      (.73) $      (.40)   $     (1.06)
                                            ===========  ===========  ===========    ===========

  Weighted Average Common
   Shares Outstanding                         1,352,424    1,352,424    1,352,424      1,352,424
                                            ===========  ===========  ===========    ===========

The Accompanying Notes are an Integral Part of these Condensed Consolidated Financial Statements.
</TABLE>


                                         2

<PAGE>



COMPUTER MARKETPLACE(R), INC. AND SUBSIDIARIES
- ------------------------------------------------------------------------------


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
- ------------------------------------------------------------------------------
<TABLE>

                                                                Six months ended
                                                                  December 31,
                                                              1 9 9 7      1 9 9 6
                                                              -------      -------
Operating Activities:
<S>                                                        <C>          <C>         
  Net Loss                                                 $ (538,982)  $(1,431,814)
  Adjustments to Reconcile Net Loss to Net Cash
   Used in Operating Activities:
   Depreciation and Amortization                              169,572       138,303
   Provisions for Losses on Accounts Receivable               (38,611)       48,125
   Provisions for Losses on Inventory                        (114,482)       60,000
   Minority Interest in Consolidated Subsidiary                 9,350       141,356
   Gain on Extinguishment of Debt                             (98,226)           --

  Changes in Assets and Liabilities:
   Accounts Receivable                                         (8,592)     (685,336)
   Inventory                                                   96,413       773,825
   Other Current Assets                                        17,081       230,282
   Accounts Payable                                          (483,116)      308,679
   Accrued Payroll and Related Liabilities                     (2,245)      (11,671)
   Other Current Liabilities                                   (9,423)       52,661
   Other Liabilities                                               --        (1,387)
                                                           ----------   -----------

  Net Cash - Operating Activities                          (1,001,261)     (376,977)
                                                           ----------   -----------

Investing Activities:
  Decrease in Loans/Notes Receivable - Related Parties             --        18,999
  Purchases of Property and Equipment                        (519,137)       (9,909)
  Other                                                      (241,700)        7,735
                                                           ----------   -----------

  Net Cash - Investing Activities                            (760,837)       16,825
                                                           ----------   -----------

Financing Activities:
  Net Decrease in Notes Payable                               366,120       188,999
  Proceeds fro Long-Term Debt                                 750,000            --
  Principal Payments on Long-Term Debt                       (126,228)      (26,058)
  Net Proceeds from Issuance of Stock                              --       930,000
                                                           ----------   -----------

  Net Cash - Financing Activities                             989,892     1,092,941
                                                           ----------   -----------

  Net [Decrease] Increase in Cash and Cash Equivalents       (772,206)      732,789

Cash and Cash Equivalents - Beginning of Periods            1,500,540       594,921
                                                           ----------   -----------

  Cash and Cash Equivalents - End of Periods               $  728,334   $ 1,327,710
                                                           ==========   ===========

Supplemental Disclosures of Cash Flow Information:
  Cash Paid for Interest                                   $   41,993   $   206,105
  Cash Paid for Income Taxes                               $       --   $        --

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
  Reclassification of Accounts Payable to/from Other Liabilities to Reflect
   Negotiated Payment Terms                                $  150,000   $    90,312
  Transfer of Inventory Items to/from Rental Equipment     $   33,007   $    93,511

The Accompanying Notes are an Integral Part of these Condensed Consolidated Financial Statements.
</TABLE>

                                         3

<PAGE>



COMPUTER MARKETPLACE(R), INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
- ------------------------------------------------------------------------------




[1] Significant Accounting Policies

Significant   accounting   policies  of  Computer   Marketplace(R),   Inc.   and
Subsidiaries  [the "Company"] are set forth in the Company's Form 10-KSB for the
year ended June 30, 1997, as filed with the Securities and Exchange Commission.

[2] 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 the Company as of December  31,  1997,  the  consolidated
results of its operations for the three and six months ending  December 31, 1997
and 1996 and its cash  flows for the six months  ending  December  31,  1997 and
1996.  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
December 31, 1997 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, 1997.

[3] Stock Transactions

In April 1997,  the Company  effected a  one-for-six  reverse stock split of the
outstanding shares of common stock of the Company by changing the 8,114,542 then
outstanding  shares of common stock, par value $.0001 per share,  into 1,352,424
shares of common  stock of the Company,  par value  $.0001 per share.  All share
data has been adjusted and retroactively restated to reflect this change.

[4] Extraordinary Item

During the six months ended  December 31, 1997, the Company  negotiated  payment
terms of certain accounts payable,  resulting in a gain of $98,226. There was no
income tax effect on this transaction.




                      .   .   .   .   .   .   .   .   .   .

                                        4

<PAGE>



Item 2:

COMPUTER MARKETPLACE(R), INC. AND SUBSIDIARIES
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,
1997.

Quarter Ended December 31, 1997 Compared to Quarter Ended December 31, 1996

Total revenues for the quarter ended December 31, 1997 were $3,046,463  compared
to  $6,688,413  for the quarter  ended  December  31,  1996.  This  represents a
decrease of $3,641,950 or 54%.

Revenues from computer  product sales and rentals for the quarter ended December
31, 1997 totaled  $1,261,019  resulting in a $3,079,265 or 71% decrease compared
to  $4,340,284  for the quarter  ended  December  31, 1996.  The sales  decrease
results in part from price reductions in new computer  hardware which negatively
impacts  selling  prices  and  sales  of used  computer  hardware.  The  Company
anticipates  the lower computer  products sales trend to continue into the third
quarter. The most significant factor resulting in this decrease in sales is that
all branch  offices of the Company  were closed down during the year ending June
30, 1997. The sales associated with these offices diminished  substantially.  In
addition,  the  sales  staff at the main  facility  in  Corona,  California  was
reduced.  The Company had three  salespeople in the quarter ended December 1997,
as opposed to twenty four  salespeople  in the quarter  ended  December  1996, a
decrease of 88% in sales staff, compared to the 71% decrease in sales.

Medical  product  sales and rentals  contributed  $1,785,444 in revenues for the
quarter ended  December 31, 1997,  compared to $2,348,129  for the quarter ended
December 31, 1996. The current  quarter's result  represents a $562,685 or a 24%
decrease  in  revenues  over the same  period in 1996.  The  decrease in medical
product sales is attributed  directly to the increase of competition in the used
medical equipment  industry,  which has created a limited supply of quality used
medical equipment available for resale.

Total  aggregate  cost of revenues for the quarter  ended  December 31, 1997 and
1996 were  $2,441,023  or 80% of revenues  and  $5,876,096  for 88% of revenues,
respectively.  The company has reduced cost of revenues and anticipates  further
cost reductions.

Cost of revenues for computer  products  were  $1,188,323 or 94% of revenues and
$3,811,292 or 88% of revenues for the quarters ended December 31, 1997, and 1996
respectively.  The  increase  of  cost  is due  to  escalating  competition  and
effectively, lowered profit margins.

Cost of revenues for medical  products  were  $1,252,700  or 70% of revenues and
$2,064,804 or 88% of revenues for the quarters ended December 31, 1997, and 1996
respectively.  The 39% decrease in the cost of revenues primarily has to do with
an  increase  in the  volume  of  medical  equipment  leases,  and the low costs
involved in leasing activity.

Total selling,  general,  and  administrative  [SG & A] expenses for the quarter
ended December 31, 1997 and 1996 were $779,199 or 26% of revenues and $1,698,921
or 25% of revenues,  respectively.  The aggregate decrease in SG&A expenses from
the prior period was $919,722.

SG&A expenses  attributed to computer  products were $451,959 or 36% of revenues
and  $1,507,658 or 35% of revenues for the quarters ended December 31, 1997, and
1996 respectively.  The increase in SG&A expenses as a percentage of revenues is
due primarily to the sales volume decrease previously  mentioned.  The aggregate
decrease  in SG&A  expenses  from the  prior  period  was  $1,055,699,  directly
reflecting the extent of personnel cut backs in the second quarter.



                                        5

<PAGE>



COMPUTER MARKETPLACE(R), INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------------------------------------------------------


Quarter Ended December 31, 1997 Compared to Quarter Ended December 31, 1996
 [Continued]

SG&A expenses  attributed  to medical  products were $327,240 or 18% of revenues
and  $191,263 or 8% of revenues for the quarters  ended  December 31, 1997,  and
1996 respectively.  The increase in SG&A expenses as a percentage of revenues is
due  primarily  to the sales  force  expansion  and  therefore  the  increase in
personnel  expense.  While the company has  invested  considerable  resources in
expanding  the sales force and support  staff,  the desired  results have fallen
short of expectations.

Total  operating  loss was $173,759 and $886,604 for the quarters ended December
31, 1997, and 1996 respectively.  This $712,845 favorable change was a result of
reduced expenses and the business conditions described herein.

Operating loss for computer  products was $379,263 and $978,666 for the quarters
ended  December 31, 1997,  and 1996  respectively.  The  Companies  reduction in
staff,  contraction  of the company's  computer  business as well as a change of
focus in the business  direction have in part resulted in the conditions  herein
described.

Operating  income for medical  products and rentals was $205,504 and $92,062 for
the quarters ended December 31, 1997, and 1996  respectively  and is expected to
continue profitability into the next quarter.

Interest  expense for the quarter ended December 31, 1997, was $28,272  compared
to $90,596 for the quarter ended  December 31, 1996.  The decrease of $62,324 or
69% is due to the repayment of the mortgage payable  associated with the sale of
the Company's headquarters facility in the year ended June 30, 1997.

The Company's consolidated net loss was $223,619 or $0.17 per share for the 
quarter ended December 31, 1997, versus $986,417 or $0.73 per share for the 
quarter ended December 31, 1996.  The net loss was a result of the business 
conditions described herein.

Six Months Ended December 31, 1997 Compared to Six Months Ended 
December 31, 1996

Total  revenues  for the six months  ended  December  31,  1997 were  $5,641,744
compared  to  $13,868,292  for the six months  ended  December  31,  1996.  This
represents a decrease of $8,226,548 or 59%.

Revenues  from  computer  product  sales and  rentals  for the six months  ended
December 31, 1997 totaled  $2,465,666 a or 73% decrease  compared to  $9,139,025
for the six months ended December 31, 1996.  The sales decrease  results in part
from price reductions in new computer hardware which negatively  impacts selling
prices and sales of used computer  hardware.  The Company  anticipates the lower
computer  products  sales trend to  continue  into the third  quarter.  The most
significant  factor  resulting  in this  decrease  in sales  is that all  branch
offices of the Company  were  closed down during the year ending June 30,  1997.
The sales associated with these offices diminished  substantially.  In addition,
the sales staff at the main facility in Corona, California, was reduced.

Medical product sales and rentals contributed $3,176,078 in revenues for the six
months ended December 31, 1997,  compared to $4,729,267 for the six months ended
December 31, 1996. The current periods results  represents a $1,553,189 or a 33%
decrease  in  revenues  over the same  period in 1996.  The  decrease in medical
product sales is  attributed  directly the increase of  competition  in the used
medical  equipment  industry,  which in turn has  created  a  limited  supply of
quality used medical equipment available for resale.

Total aggregate cost of revenues for the six months ended December 31, 1997, and
1996 were  $4,526,569  or 80% of revenues  and  $12,135,757  or 88% of revenues,
respectively.


                                        6

<PAGE>



COMPUTER MARKETPLACE(R), INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------------------------------------------------------


Six Months Ended December 31, 1997 Compared to Six Months Ended 
December 31, 1996 [Continued]

Cost of revenues for computer  products  were  $2,072,490 or 84% of revenues and
$8,136,556  or 89% of revenues for the six months ended  December 31, 1997,  and
1996  respectively.  The 5% decrease in cost of revenue primarily has to do with
market  fluctuations  and  management  does not view this 5%  differential  as a
trend.

Cost of revenues for medical  products  were  $2,454,079  or 77% of revenues and
$3,999,201 or 85% of revenues for the quarters ended December 31, 1997, and 1996
respectively.  The  decrease  in cost of  revenues  as a  percentage  of  sales,
primarily has to do with an increase in the volume of medical  equipment leasing
and the low cost of goods associated with leasing activity.

Total selling, general and administrative ["SG & A"] expenses for the six months
ended  December  31,  1997,  and 1996 were  $1,754,621  or 31% of  revenues  and
$2,958,751  or 21% of revenues,  respectively.  The  aggregate  decrease in SG&A
expenses from the prior period was $1,204,130.

SG&A expenses attributed to computer products were $1,087,576 or 44% of revenues
and  $2,608,702  or 29% of revenues for the six months ended  December 31, 1997,
and 1996 respectively. The increase in SG&A expenses as a percentage of revenues
is  due  primarily  to the  sales  volume  decrease  previously  mentioned.  The
aggregate  decrease  in SG&A  expenses  from the prior  period  was  $1,521,126,
directly reflecting the extent of personnel cut backs in the first six months of
the fiscal year.

SG&A expenses  attributed  to medical  products were $667,045 or 21% of revenues
and $350,049 or 7% of revenues for the six months ended  December 31, 1997,  and
1996 respectively.  The increase in SG&A expenses as a percentage of revenues is
due primarily to the increase in personnel expense and an expanded sales force.

Total  operating  loss was  $639,446  and  $1,226,216  for the six months  ended
December 31, 1997, and 1996  respectively.  This $586,770 favorable change was a
result of reduced expenses and the business conditions described herein.

Operating  loss for computer  products was $694,400 and  $1,606,233  for the six
months ended December 31, 1997, and 1996 respectively.

Operating  income for medical  products and rentals was $54,954 and $380,017 for
the six months ended December 31, 1997, and 1996 respectively.

Interest  expense for the year ended December 31, 1997 was $41,993,  compared to
$206,106 for the year ended  December 31, 1996.  The decrease of $164,113 or 80%
is due to the repayment of the mortgage payable  associated with the sale of the
Company's headquarters facility in the year ended June 30, 1997.

The Company's  consolidated net loss was $538,982 or $0.40 per share for the six
months ended December 31, 1997, versus $1,431,814 or $1.06 per share for the six
months  ended  December  31,  1996.  The net loss was a result  of the  business
conditions  described herein. In addition,  during the six months ended December
31, 1997,  the Company  negotiated  payment terms of certain  accounts  payable,
resulting in a gain of $98,226,  shown as an extraordinary item in the financial
statements.

Variability of  Periodic Results and Seasonality

Results  from any one period  cannot be used to predict  the  results  for other
fiscal periods.  Revenues fluctuate from period to period,  however,  management
does not see any seasonality or predictability to these fluctuations.


                                        7

<PAGE>



COMPUTER MARKETPLACE(R), INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ------------------------------------------------------------------------------



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  at  December  31,  1997,  and  1996  was  $883,213  and
$2,521,068, respectively.

During the quarter ended  December 31, 1997,  the Company used the June 30, 1997
available  cash  and  cash   equivalents  of   approximately   $1,500,000,   the
availability  of borrowing  under the Company's  revolving  credit  facility and
vendor extended credit in order to fund the operations of the Company.

Management has  implemented a "just in time" concept  concerning the purchase of
equipment,   therefore,  increasing  efficiency  while  reducing  inventory  and
accounts payable.  Management has continued to emphasize the inventory reduction
program believing that these disciplined  strategic  reductions will enhance the
Company's operating effectiveness and provide additional liquidity.

In  addition,  the Company is engaging  in final  negotiations  with its present
lender to continue the current  credit line which has been  extended to February
15, 1998 .

New Millennium Leasing, Inc. ["NMLI"], was formed in early 1997.  The primary 
focus of the company is to provide leasing for a majority of the sales generated
by its parent, Medical Marketplace, Inc. ["MMP"].  In so doing, NMLI will add 
incremental revenue and net income by discounting those leases on a non recourse
basis to lenders who buy leases in this manner.

NMLI only writes  leases whose net present  value exceeds the sales price of the
equipment.  However,  in certain  circumstances,  the lease also  allows NMLI to
retain the residual value of the equipment. This residual value becomes an asset
on the balance sheet and is taken into income over the term of the lease.

The  stated  goal  of  NMLI  is to  both  increase  the  profitability  of  each
transaction  entered into by MMP and via leasing,  to generate new  transactions
that MMP would not have  previously  been able to generate  due to the lack of a
leasing division.

The company is actively pursuing merger and or acquisition possibilities.  As of
the date of this  quarterly  filing no letter of intent or definitive  agreement
has been entered into.


                                        8

<PAGE>


                                    SIGNATURE


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
executed on this 16th day of February 1998.


                                            COMPUTER MARKETPLACE(R), INC.



                             By: /s/ L. Wayne Kiley
                                 ----------------------------------------------
                                 L. Wayne Kiley
                                               President,     Chief    Executive
                                               Officer,     [Chief    Accounting
                                               Officer] and Director  Signing on
                                               behalf of the  Registrant  and as
                                               Principal      Financial      and
                                               Accounting Officer.

                                        9




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule contains summary financial information extracted from the 
consolidated balance sheet and the consolidated statement of operations and is
qualified in its entirety by reference to said statements. 
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-mos
<FISCAL-YEAR-END>                              Jun-30-1998
<PERIOD-END>                                   Dec-31-1997
<CASH>                                         728,334
<SECURITIES>                                   0
<RECEIVABLES>                                  1,742,436
<ALLOWANCES>                                   0
<INVENTORY>                                    477,485
<CURRENT-ASSETS>                               2,983,766
<PP&E>                                         1,612,443
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 4,883,113
<CURRENT-LIABILITIES>                          2,100,553
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       135
<OTHER-SE>                                     1,914,308
<TOTAL-LIABILITY-AND-EQUITY>                   4,883,113
<SALES>                                        5,641,744
<TOTAL-REVENUES>                               5,641,744
<CGS>                                          4,526,569
<TOTAL-COSTS>                                  1,754,621
<OTHER-EXPENSES>                               (53,581)
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             41,993
<INCOME-PRETAX>                                (627,858)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (627,858)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                98,226
<CHANGES>                                      0
<NET-INCOME>                                   (538,982)
<EPS-PRIMARY>                                  (0.40)
<EPS-DILUTED>                                  (0.40)
        


</TABLE>


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