U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (MARK ONE) ( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0-17394 CORFACTS, INC. (Exact name of small business issuer as specified in its charter) New Jersey 22-2478379 (State or other jurisdiction of (I.R.S. Employer ID No.) incorporation or organization) 50 Hwy 9, Morganville, NJ 07751 (Address of principal executive offices) Issuer's telephone number, including area code: (908) 972-2500 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date. Class Outstanding as of March 31, 1996 Common stock, no par value 8,005,314 Transitional Small Business Disclosure Format:Yes No X File Number 0-17394 Corfacts, Inc. Form 10-QSB March 31, 1996 INDEX PART I - FINANCIAL INFORMATION PAGE Item 1. Financial Statements Condensed Balance Sheets at March 31, 1996 and December 31, 1995 3. Condensed Statements of Operations for the three months ended March 31, 1996 and 1995 4. Condensed Statements of Cash Flows for the three months ended March 31, 1996 and 1995 5. Notes to Condensed Financial Statements 6. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7. PART II - OTHER INFORMATION 9. Signatures 10. PART I - FINANCIAL INFORMATION Item 1. Financial Statements CORFACTS, INC. BALANCE SHEETS March 31, December 31, 1996 1995 ASSETS (Unaudited) Current Assets Cash and cash equivalents $ 34,657 $ 75,830 Interest bearing deposits 445,071 442,306 Interest receivable 2,700 1,954 Contract royalty receivable 3,310 6,376 Loan receivable, officer 40,389 40,389 Note receivable, buyer 23,140 15,208 Other receivable-municipal tax liens, net 30,806 29,658 Total Current Assets 580,073 611,721 Other assets Loan receivable, officer 91,725 91,725 Investment in partnership 2,048 1,863 Other assets 1,200 1,200 Total Other Assets 94,973 94,788 TOTAL ASSETS $ 675,046 $706,509 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued liabilities $ 19,624 $ 23,329 Total Current Liabilities 19,624 23,329 Stockholders' equity Common stock, no par value, 20,000,000 shares authorized; 8,005,314 shares issued and outstanding in 1996 and 1995 1,159,571 1,159,571 Retained(deficit) (504,149) (476,391) TOTAL STOCKHOLDERS' EQUITY 655,422 683,180 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 675,046 $ 706,509 See accompanying notes to condensed financial statements. CORFACTS, INC. STATEMENTS OF OPERATIONS Three months ended March 31, 1996 1995 (Unaudited) Income: Revenue sharing $ - $ 4,348 Equity in earnings of unconsolidated investee 185 1,799 Income from tax liens, net 1,148 5,150 Interest income, net 4,227 3,841 Total income 5,560 15,138 Costs & expenses: General & administrative 33,318 28,387 Total costs & expenses 33,318 28,387 Net (loss) $(27,758) $(13,249) Net (loss) per share $ (.003) $ (.002) Weighted average shares outstanding 8,005,314 8,005,314 See accompanying notes to condensed financial statements. CORFACTS, INC. STATEMENTS OF CASH FLOWS Three months ended March 31, 1996 1995 (Unaudited) Cash flows from operating activities: Net (loss) $(27,758) $(13,249) Adjustments to reconcile net loss to net cash used in operations: (Increase) decrease in accounts receivable 2,320 (1,616) Increase in other assets - - Increase (decrease) in accounts payable 139 (9,528) Increase (decrease) in accrued expenses and other liabilities (3,844) (1,875) Net cash used in operating activities (29,143) (26,268) Cash flows from investing activities: (Increase) decrease in tax lien receivable (1,148) 8,137 (Increase) decrease in partnership investment (185) 27,697 (Increase) decrease in advance on contract - (3,000) Net cash provided by investing activities (1,333) 32,834 Cash flows from financing activities: Payment to buyer (7,932) (1,015) Loan to officers - (925) Net cash provided by (used in) financing activities (7,932) (1,940) Net increase (decrease)in cash and cash equivalents (38,408) 4,626 Cash and cash equivalents at beginning of period 518,136 489,854 Cash and cash equivalents at end of period $479,728 $494,480 CORFACTS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 1996 (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying condensed consolidated interim financial statements included herein have been prepared by Corfacts, Inc. (the "Company"), without audit, in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. In the opinion of management, the information furnished for the three month period ended March 31, 1996 and 1995 includes all adjustments, consisting solely of normal recurring accruals necessary for a fair presentation of the financial results for the respective interim periods and is not necessarily indicative of the results of operations to be expected for the entire fiscal year ending December 31, 1996. It is suggested that the interim financial statements be read in conjunction with the audited consolidated financial statements for the year ended December 31, 1995, as filed with the Securities and Exchange Commission on Form 10-KSB (Commission File Number 0-17394). NOTE 2 - DUE FROM RELATED PARTIES Receivables have been generated by transactions with related parties, which are detailed as follows: Current Long-term Due from Buyer: $23,140 $ - Due from Officer 40,389 91,725 $63,529 $ 91,725 NOTE 3 - ASSET SALE The Company sold specific assets and liabilities of the Information division, effective August 1, 1991, to Ford Publishing, Inc. These assets included all of the existing book inventory, Corfacts' customer database, the business information software and a collection of marketing material. In addition to the negotiated purchase price, Corfacts has been receiving 5% of gross sales, up to a total of $50,000, or 5% of the first $1 million in sales of the buyer. The Company earned the balance of this royalty during 1995 and received the final payment against this $50,000 during the first quarter of 1996. NOTE 4 - OTHER RECEIVABLES Municipal tax liens subject the Company to the potential loss of investment. If the Company is forced to foreclose on the real estate listed as collateral, there is a potential for total loss from the investment if the property cannot be sold. NOTE 5 - INVESTMENT IN PARTNERSHIP The partnership's only assets are municipal tax liens. If the Company is forced to foreclose on the real estate listed as collateral, there is a potential for total loss from this investment if the property cannot be sold. CORFACTS, INC. PART I - FINANCIAL INFORMATION ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The analysis of the Company's financial condition, capital resources and operating results should be viewed in conjunction with the accompanying financial statements, including the notes thereto. RESULTS OF OPERATIONS Three months ended March 31, 1996, compared to the three months ended March 31, 1995 Corfacts has been unsuccessful in locating a suitable merger or acquisition candidate to return the Company to a more active operating status. After the first quarter of 1996, the Company began negotiations to purchase a minority interest in a telemarketing firm which has been operating for approximately two years. The telemarketing firm is currently profitable and not in need of working capital to maintain its current level of activity. Corfacts intends to monitor this transaction, if negotiated successfully, over the next 90 to 180 days to determine the future role of Corfacts in regard to this purchase. Revenue sharing relative to the sale of the information division was $0 as compared to $4,348 for the same quarter last year, due to the fact that Ford Publishing finished its obligation to Corfacts regarding the $50,000 in royalty payments during the last quarter of fiscal 1995. The Company received the final payment pertaining to this revenue sharing during the quarter ended March 31, 1996. Income derived from the Company's partnership in tax lien investment was $185, as compared to $1,799 for the same quarter in 1995. Income from the Company's solely owned tax liens was $1,148, as compared to $5,150 for the three months ended March 31, 1995. Revenues from tax lien investments has been reduced to a minimum. The majority of the Company's Tax Lien Certificates have either been assigned or redeemed. The Company elected to assign many of its Tax Liens to third parties in order to eliminate the costs of foreclosure on those properties that reached the two year threshold, which would have allowed the Company to start foreclosure proceedings. Many investment companies are willing to take assignments on older Certificates bearing up to 18% interest because the market for these Certificates has become very competitive, with interest rates that are typically well below those rates that are available with Certificates of Deposit. Interest income for the three months ended March 31, 1996 was $4,227 as compared to $3,841 for the same period last year. Interest income consists primarily of interest earned on Certificates of Deposit and on the Note to Buyer. General and administrative costs increased by $4,931 from $28,387 in 1995 to $33,318 in 1996. This increase is primarily attributable to an increase in Officer Salary. Net loss for the three months ended March 31, 1996 was $27,758, or $.003 per share, as compared to $13,249, or $.002 for the same period last year. The Company's operations have remained relatively constant and the Company does not expect any material increase in revenues in the near future. FINANCIAL CONDITION AND LIQUIDITY At March 31, 1996, the Company had current assets of $580,073, including $479,728 in cash and cash equivalents, which includes $394,140 in certificates of deposit. This amount exceeded the Company's current liabilities of $19,624 providing working capital of $560,449. The average monthly cash usage, net of interest and revenues earned on investments has increased to approximately $9,000, due to the loss in revenue sharing which ended during the final quarter of 1995. The investment in a new business or joint venture would, of course, change this monthly cash usage with the initial outlays required, results of the investment, and the length of time it would take for the investment to become self funding. There are no plans at this time to increase personnel or make any capital expenditures during fiscal 1996. Most of the cash available in the Company has been invested in 90 day FDIC insured Certificates of Deposit at various local banking institutions. The interest rates on these Certificates have been averaging between 2.75% and 4%. Management reviews these Certificates as they mature. CORFACTS, INC. PART II - OTHER INFORMATION Item 1. Legal proceedings: None Item 2. Changes in securities: None Item 3. Defaults upon senior securities: None Item 4. Submission of matters to a vote of security holders: None Item 5. Other information: None Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits - None (b) Reports on Form 8-K - None Item 7. EX-27 - Edgar SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CORFACTS, INC. May 12, 1996 /s/ Larry Finkelstein Larry Finkelstein, Chairman and CEO (Duly authorized officer and principal financial officer)