SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549

                           FORM 10-K SB

              ANNUAL REPORT UNDER SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934


             For Fiscal Year Ended: January 31, 1996
               Commission File Number: 33-24329 NY

                       READY CAPITAL CORP.
     (Exact name of registrant as specified in its charter)

           New York                              13-3475609
      ----------------                          -------------
 (State or other jurisdiction of               (I.R.S. Employer
 incorporation of organization)               Identification No.)

    416 41st Street, Brooklyn, New York            11232
   -------------------------------------         -----------
 (Address of principal executive offices)         (Zip Code)

 Registrant's telephone number, including area code: 718-633-1879
                                                     -------------
    
  Securities registered pursuant to Section 12 (b) of the Act:  None

  Securities registered pursuant to Section 12 (g) of the Act:  None

  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 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 October 31, 1995, 1,000,000 shares of common stock were
 outstanding, and the aggregate market value of the common stock of
 Ready Capital Corp. held by non-affiliates was approximately 
 $ Nil.

 Documents incorporated by reference:  None





                             -1-
<PAGE>
                            PART I

ITEM 1 -BUSINESS

Ready Capital Corp. was organized as a New York Corporation on
February 23, 1988 and closed its public offering on January 9,
1989.  The Registrant sold 200,000 units at $.75 per unit with
a net proceeds to the Registrant of $115,929 after $34,071 of 
offering expenses.

The Company expects to find and acquire a suitable business which
the Company would operate directly or as a subsidiary Corporation.
Ready Capital Corp. had no operations and no intention to run an
active business prior to its combination with another enterprise.

Although the Company's management engaged in routine discussions
with several businesses during the Company's fiscal year, these
discussions did not result in an acquisition by the Company.

ITEM 2 -PROPERTIES

The Company maintains its executive offices at 416  41st  Street,
Brooklyn, New York  11232 using the offices of its President on a
rent-free basis.

ITEM 3 -LEGAL PROCEEDINGS

None.

ITEM 4 -SUBMISSION OF MATTERS TO A VOTE OF SECURITY
        HOLDERS

None.
                           PART II

ITEM 5 -MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
        STOCKHOLDER MATTERS

Market Information

The Company's Common Stock may trade in the over-the-counter
market, but is not part of an automated quotation system.

According to the information obtained by management from the pink
sheets listings of the National Quotation Bureau, the following
table represents the bid and asked price for the Company's Common
Stock for the indicated period:

                                  BID PRICES        ASKED PRICES
1995                              HIGH   LOW        HIGH    LOW

Common Share                             No Activity
                                -2-
<PAGE>

Dividend Policy

The Company has never paid cash dividends on its Common Stock and
does not anticipate paying any in the foreseeable future.


Related Stockholder Matters

During the fiscal year ended January 31, 1990 the Company made
loans amounting to $28,000 to certain stockholders.  These loans
have not been repaid, nor has any interest been paid.  An
additional loan of $700 was made during the fiscal year ended
January 31, 1992. These loans are now considered uncollectable.

ITEM 6 -SELECTED FINANCIAL DATA

Since business operations have not yet generated any income from
operations, any financially material information is ascertainable
from the balance sheet and statements of operations and changes in
financial position.

ITEM 7 -MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITIONS AND RESULTS OF OPERATIONS

The Company continues in a developmental stage and in the
implementation of its business plans.  The Company has had no
substantial operations, sales or earnings to date.

ITEM 8 -FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial Statements annexed.

ITEM 9 -DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
       
None.

ITEM 10 -DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The following table contains information concerning the current
directors and executive officers of the Company:

Name                           Age        Position

Jeanette Zammetti              64         President
                                          Director (Chairman)

Irene Fascianella              36         Vice President
Secretary, Director

Stella Ciraulo                 59         Vice President
Treasurer, Director


                             -3-
PAGE
<PAGE>

ITEM 10 -DIRECTORS AND EXECUTIVE OFFICERS OFREGISTRANT(continued)

Jeanette Zammetti has been President of the Company since January
1989 and a Director of the Company since inception.  From June 1985
until her retirement, she had been employed as an executive
secretary by Neuberger and Berman, a firm specializing in bond sales
in New York City.  From 1982 through June 1985 she was employed as a
salesperson by Walter Capital Corporation an NASD broker/dealer.

Irene Fascianella has been Vice President, Secretary and a Director
of the Company since inception.  Since April 1988 she has been
employed by Philip Morris, Inc., tobacco and a diversified consumer
products company in its accounting department.  From May 1985
through April 1988 she was employed by Dean Witter Reynolds,Inc., a
major brokerage house, in its accounts payable department. From
March 1983 through May 1985 she was employed as an auditing
assistant by Orbach's, Inc., a consumer goods retailer in its New
York City office.

Stella Ciraulo has been Vice President, Treasurer and Director of
the Company since January 1989.  Since 1973 she has been employed
as an administrative assistant by the Transportation & Union.

ITEM 11 -EXECUTIVE COMPENSATION

No remuneration has been paid or contemplated to Officers and
Directors except reimbursement for out-of-pocket expenditures on
the Company's behalf.

ITEM 12 -SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

The following table shows the number and percentages of shares of
the Company's Common Stock owned by each person who owns
beneficially more than 5% of the Company's Common Stock, by the
directors and by the directors and all officers as a group:

                                   Number of
Name and Address                  Shares Owned          Percentage

Jeanette Zammetti                  167,500                20.9%
416 41st Street
Brooklyn, NY  11232

Irene Fascianella                  170,000                21.3%
416 41st Street
Brooklyn, NY  11232

Stella Ciraulo                     220,000                27.5%
73-12 87th Street
Flushing, NY  11366

All Officers and Directors 
and Founders (3 persons)           557,500                69.7%

                                  -4-
PAGE
<PAGE>


ITEM 13 -CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14 -EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON
FORM 8-K

1.  (a)   The following Financial Statements are filed as part of
          this report:

                                                       Page
                                                     --------
    Independent Auditor's Report                        F-1

    Balance Sheets - January 31, 1996 and 1995          F-2

    Statement of Operations for the twelve
    months ended January 31, 1996 and 1995,
    and the period Inception (February 23, 1988)
    to January 31, 1996                                 F-3

    Statement of Shareholders' Equity for
    the Period Inception (February 23, 1988) 
    to January 31, 1996                                 F-4

    Statement of Cash Flows for the twelve
    months ended January 31, 1996 and 1995,
    and the period Inception (February 23, 1988)
    to January 31, 1996                                 F-6

    Notes to Financial Statements                       F-7

SIGNATURES                                              F-9



2.  (a)   All schedules have been omitted, as the required is
          inapplicable or the information is presented in the
          financial statements or the notes thereto.

    (b)   No reports on form 8-K were filed during the last
          quarter of the period covered by this report.









                                  -5-

<PAGE>
                            ALVIN M. ROSEN
                      CERTIFIED PUBLIC ACCOUNTANT
                      67 WALL STREET, SUITE 2016
                       NEW YORK, NEW YORK 10005
                         ---------------------
                        TEL. (212) 509-2097
                        FAX: (212) 509-6482



To the Shareholders and Board of Directors 
of Ready Capital Corp.


                    Independent Auditor's Report
                   ------------------------------
We have audited the accompanying balance sheet of Ready Capital
Corp. (a Development Stage Enterprise) as of January 31, 1996 and
the related statements of operations, shareholders' equity and
cash flows from February 23, 1988 (Inception) to January 31, 1996.
These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion of these
financial statements based on our audits.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material aspects, the financial position of Ready
Capital Corp. as of January 31, 1996 and the results of its
operations from February 23, 1988 (Inception) to January 31, 1996
in conformity with generally accepted accounting principles.

As discussed in Note 1, the Company has been in the development
stage since its inception on February 23, 1988.  Realization of a
major portion of the assets is dependent upon the Company's
ability to meet its future financing requirements, and the success
of future operations, the outcome of which cannot be determined at
this time, therefore, there is a substantial doubt as to the
Company's ability to continue as a going concern.



New York, New York
October 21, 1996


                                F-1
PAGE
<PAGE>
                         Ready Capital Corp.
                  (A Development Stage Enterprise)
                            Balance Sheet
                             (Audited)

                             ASSETS

                                                  January 31,
                                               1996         1995 
                                            --------      --------

Current Assets:
    Cash in bank                             $     0    $      0
                                              -------   ---------

    Total Current Assets                           0           0

Other Assets:
    Loans receivable shareholders                  0       28,700
                                              -------    --------

    Total Assets                             $     0     $ 28,700
                                              -------    --------


LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
    Accrued expenses payable                  $ 16,951    $ 14,601

Other Liabilities:
    Loan payable officers                        1,544         794
                                              ---------    -------
    Total Liabilities                         $ 18,495    $ 15,395
                                             ----------    -------
Shareholders' Equity:
    Common Stock, authorized 25,000,000
    shares, $.001 par value, 
    issued and outstanding, 1,000,000
    and 800,000 shares, respectively             1,000       1,000 
   Additional paid-in capital                  117,329     117,329 
   Deficit accumulated during the
      development stage                       (136,824)   (105,024)
                                              ---------    --------

     Total Shareholders' Equity                (18,495)    (13,305)
                                              ---------    --------
 
     Total Liabilities and
     Shareholders' Equity                     $      0    $ 28,700 
                                              --------   ----------


           SEE ACCOMPANING NOTES TO FINANCIAL STATEMENT
           

                            F-2

<PAGE>

                        Ready Capital Corp.
                 (A Development Stage Enterprise)
                    Statement of Operations
                           (Audited)


                                   Twelve            Inception
                                   Months       (February 23, 1988)
                                   Ended                 to
                                 January 31,      January 31, 1996 
                                -------------     ----------------- 
                                1996     1995


Revenues                    $     0   $     0            $  3,148 

Costs and Expenses            3,100     4,691              63,785 
                             -------   -------          ----------

Net Operating Loss           (3,100)   (4,691)            (60,637)
 
Bad Debts                   (28,700)        0             (28,700)

Loss on sale of
  marketable securities           0         0             (47,487)
                              -------   ------         ----------
   
  Net Loss                 ($31,800) ($ 4,691)          $(136,824)
                             ------   --------         ------------


Weighted average number of
  common shares outstanding  1,000,000 1,000,000 
                            --------- --------


 Net Income (Loss) Per Share  $(.0046) $(.0032)                   
                              ------   ------







           SEE ACCOMPANING NOTES TO FINANCIAL STATEMENT
           

                           F-3



PAGE
<PAGE>
<TABLE>
                                    Ready Capital Corp.
                              A Development Stage Enterprise)
                        Statement of Changes in Shareholders' Equity
                     Inception (February 23, 1988) to January 31, 1996

<CAPTION>
                                                                                Deficit
                                         Common Stock      Additional         Accumulated
                                          Number of         Paid-In             in the
                                      Shares     Amount     Capital         Development Stage
                                    -------- ----------    --------        ------------------
<S>                             <C>         <C>        <C>                 <C>
Inception - February 23, 1988            0      $  0        $    0              $    0 

Issuance of common stock to
  officers, directors and
  founders for cash                600,000       600         1,600                   0 

Proceeds from sale of common
  stock to the public, less
  stock offering costs of
  $34,271                          200,000       200       115,729                   0 

Net Income (Loss)                        0         0             0             (12,561)
                                    ------     -----        ------           -----------

Balance - January 31, 1989         800,000       800       117,329             (12,561)

Net Income (Loss)                        0         0             0             (53,202)
                                   -------      ----        ------            ----------

Balance - January 31, 1990         800,000       800       117,329             (65,763)

Net Income (Loss)                        0         0             0              (7,710)
                                   -------      ----       -------             ---------

Balance - January 31, 1991         800,000       800       117,329             (73,473)

Net Income (Loss)                        0         0             0             (20,862)

<FN>
                                SEE ACCOMPANING NOTES TO FINANCIAL STATEMENT

                                                     F-4
</TABLE>

PAGE
<PAGE>
<TABLE>
                                  Ready Capital Corp.
                             A Development Stage Enterprise)
                        Statement of Changes in Shareholders' Equity
                     Inception (February 23, 1988) to Janaury 31, 1996
<CAPTION>
                                                                                Deficit
                                         Common Stock      Additional         Accumulated
                                          Number of         Paid-In             in the
                                      Shares     Amount     Capital         Development Stage
                                     -------   -------      --------       ------------------
<S>                            <C>            <C>         <C>              <C>
Balance - January 31, 1992           800,000       800       117,329            (94,335)

Net Income (Loss)                          0         0             0             (3,138)
                                     -------      ----        -------          ----------

Balance - January 31, 1993           800,000       800       117,329            (97,473)

Net Income (Loss)                          0         0             0             (2,860)
                                     -------       ----      -------           ----------

Balance - January 31, 1994           800,000       800       117,329           (100,333)
   
Shares issued for services           200,000       200             0                  0 

Net Income (Loss)                          0         0             0            ( 4,691)
                                     -------      ----       -------           ---------

Balance - January 31, 1995         1,000,000      1,000       117,329          (105,024)

Net Income (Loss)                          0          0             0           (31,800)
                                   ---------      -----       -------         ---------- 

Balance - January 31, 1996         1,000,000      1,000       117,329          (136,824)



<FN>
                                SEE ACCOMPANING NOTES TO FINANCIAL STATEMENT


                                                     F-5

</TABLE>

<PAGE>

                          Ready Capital Corp.
                   (A Development Stage Enterprise)
                       Statement of Cash Flows
                            (Audited) 


                                            Twelve               Inception
                                            Months         (February 23, 1988)
                                             Ended                   to
                                           January 31,         January 31, 1996
                                          1996       1995                  
                                       ---------     -------   ----------------
Cash Flows From Operating Activities:
    Net Loss                           $(31,800)    $(4,691)        $(136,824)
    Shares issued for expenses                0         200               200 
    Changes in assets and liabilities: 
        Increase in accrued expenses      2,350       4,491            16,951 
    Bad Debts                            28,700           0            28,700 
                                        -------     -------          ---------
Funds Used in Operating Activities         (750)          0           (90,973)
                                         ------     -------          ---------
Cash Flows From Financing Activities:
    Proceeds from issuance 
       of common stock                        0           0           152,400 
    Payment of deferred offering costs        0           0           (34,271)
    Proceeds of loans                       750           0             1,544 
    Loans to shareholders 
       & Officers                             0           0           (28,700)
                                         ------      ------           --------
Funds Provided by Financing Activities      750           0            90,973 
                                         ------      ------           --------
Cash Flows From Investing Activities:
    Purchase (sale) of securities             0           0           (47,488)
    Increase (decrease) on due to
       gain or loss on sale on 
       of marketable securities               0           0            47,488 

Funds Provided By (Used In)
    Investing Activities                     0            0                 0 

Increase (Decrease) in Cash                  0            0                 0 
  
Cash Balance - Beginning                     0            0                 0 

Cash Balance - End                    $      0    $       0          $      0 
                                      --------     --------          ---------



             SEE ACCOMPANING NOTES TO FINANCIAL STATEMENT


                                  F-6

<PAGE>





                          Ready Capital Corp.
                  (A Development Stage Enterprise)

                   NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FORMATION AND OPERATIONS OF THE COMPANY -- The Company was
incorporated under the laws of the State of New York, on February
23, 1988.  The Company has not commenced planned principal
operations.  The company has not paid any dividends and any
dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.

The Company intends to acquire interests in various business
opportunities with an emphasis on consumer-related services or products.

BASIS OF FINANCIAL STATEMENTS -- The accompanying financial statements
have been prepared on a going concern basis which contemplates the
realization of assets and satisfaction of liabilities and commitments in
the normal course of business.  The Company is in a start-up situation
and has no operating history.

The management is of the opinion that, with the infusion of the capital
required to develop and market its services, the Company can achieve
profitable operations.

However, no assurance can be given that the Company will be able to
obtain sufficient financing to fully develop, put into operation and
market the services which will generate profitability, therefore, there
is substantial doubt as to the Company's ability to continue as a going
concern.

DEFERRED OFFERING COSTS -- All offering costs were charged to paid-in
capital of the Company pursuant to the successful conclusion of the
public offering on January 9, 1989.  Such costs totaled $34,271. 

Loss per Share -- Loss per share has been calculated based on the
weighted average number of shares outstanding during the year. 

2. PUBLIC OFFERING

The Company sold 200,000 units to the public under a self-underwriting
program.  A unit consists of one share of common stock, $.001 par value,
five "A" warrants to purchase five shares of common stock at $.75 per
share exercisable any time within three years of this offering, five "B"
warrants to purchase five shares of common stock at $1.00 per share
exercisable any time within three years of this offering, five "C"
warrants to purchase five shares of common stock at $1.50 per share
exercisable any time within three years of this offering and five "D"
warrants to purchase five shares of common stock at $2.00 per share
exercisable any time within three years of this offering.  The warrants
are detachable and transferable from the units immediately after the
Prospectus Date, and possess no dividend, liquidation or voting rights. 

One warrant will evidence the right to purchase one share of stock.

                                 F-7

<PAGE>
                           Ready Capital Corp.
                    (A Development Stage Enterprise)

                    NOTES TO FINANCIAL STATEMENTS
                           (continued)


3. Capital and Related Party Transactions

The Company has issued to its founding shareholders 600,000 shares of
its common stock for cash consideration, aggregating $2,200 at $.00367
per share.

The Company presently uses office facilities of one of its officers at
no cost.

During the fiscal year ended January 31, 1990 the Company made loans
amounting to $28,000 to certain shareholders.  These loans have not been
repaid, nor has any interest been paid.  An additional loan of $700 was
made during the fiscal year ended January 31, 1992. These loans are
considered uncollectable by management and have been written off.

4. Income Taxes

Through January 31, 1996, the Company has reported net operating losses.
The net operating loss may be used to reduce taxable income through the
year 2011.  The Company's tax returns have not been audited by the
Internal Revenue Service.  The carryforward amount may therefore be
subject to audit and adjustment.


























                                 F-8

<PAGE>




                            Ready Capital Corp.
                     (A Development Stage Enterprise)
                      



                              SIGNATURES 
 

  Pursuant to the requirements of Section 13 or 15 (d) 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.

                                  Ready Capital Corp.

  Dated: OCTOBER 25, 1996
                              By: s/Jeanette Zammetti
                                  Jeanette Zammetti, President


  Pursuant to the requirements of the Securities and Exchange Act of
  1934, this report has been signed below by the following persons
  on behalf of the Registrant and in the capacities and and on the
  date indicated.

  Dated: OCTOBER 25, 1996
                              By:   s/Jeanette Zammetti
                                 --------------------------------
                                  Jeanette Zammetti, President,
                                     and Director



  Dated: OCTOBER 25, 1996
                             By:   s/Irene Fascianella
                               ---------------------------------
                                Irene Fascianella, Secretary,
                                     and Director


  Dated: OCTOBER 25, 1996
                             By: s/Stella Ciraulo
                              ----------------------------------
                               Stella Ciraulo, Treasurer, Director











<PAGE>