<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 June 30, 2001.

                                       OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________ to ___________

Commissions file number: 0-26906
                         -------

                               ASTA FUNDING, INC.
                               ------------------
        (Exact name of small business issuer as specified in its charter)

          Delaware                                       22-3388607
          --------                                       ----------
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                       Identification No.)


  210 Sylvan Ave., Englewood Cliffs, New Jersey             07632
  ---------------------------------------------             -----
     (Address of principal executive offices)             (Zip Code)

Issuer's telephone number:  (201) 567-5648

Former name, former address and former fiscal year, if changed since
last report: N/A

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of August 9, 2001, the registrant
had approximately 3,968,000 common shares outstanding.

Transitional Small Business Disclosure Format (check one): Yes       No X
                                                               ---     ---

<PAGE>


                               Asta Funding, Inc.
                            Form 10-QSB June 30, 2001


                                      INDEX



Part I.  Financial Information

         Item 1.  Financial Statements

                  Consolidated Balance Sheets as of June 30, 2001 (unaudited)
                   and September 30, 2000

                  Consolidated Statements of Operations for the three and
                   nine-month periods ended June 30, 2001 and 2000
                   (unaudited)

                  Consolidated Statements of Cash Flows for the nine-month
                   periods ended June 30, 2001 and 2000 (unaudited)

                  Notes to consolidated financial statements (unaudited)

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


Part II.  Other Information


         Item 1.  Legal Proceedings

         Item 6.  Exhibits and Reports on Form 8-K


Signatures

<PAGE>

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Asta Funding, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                          June 30,           September 30,
                                                         -----------         -------------
                                                            2001                  2000
                                                            ----                  ----
                                                          Unaudited
<S>                                                       <C>                <C>
Assets
Cash                                                      $ 7,648,000        $10,488,000
Restricted cash, net                                           51,000             51,000
Consumer receivables acquired for liquidation, net         16,423,000          4,367,000
Finance receivables, net                                    2,567,000            612,000
Note receivable                                                  --              250,000
Auto loans receivable, net                                  1,207,000          3,190,000
Furniture and equipment, net                                  158,000            156,000
Repossessed automobiles, net                                  133,000            181,000
Other assets                                                   88,000            269,000
Deferred income taxes                                       1,220,000          1,620,000
                                                          -----------        -----------
          Total assets                                    $29,495,000        $21,184,000
                                                          ===========        ===========

Liabilities and Stockholders' Equity
Liabilities
Other Liabilities                                         $ 2,036,000        $ 2,133,000
Advances under lines of credit                              5,580,000               --
Notes payable                                               1,198,000               --
Income taxes payable                                           85,000          4,277,000
Due to affiliate                                              221,000            816,000
                                                          -----------        -----------
          Total liabilities                                 9,120,000          7,226,000
                                                          -----------        -----------

Stockholders' Equity
Common stock, $.01 par value; authorized
  10,000,000 shares; issued and outstanding
  3,968,000 shares in 2001 and 3,958,000 in 2000 .             40,000             40,000
Additional paid-in capital                                  9,636,000          9,619,000
Retained earnings                                          10,699,000          4,299,000
                                                          -----------        -----------
          Total stockholders' equity                       20,375,000         13,958,000
                                                          -----------        -----------
Total liabilities and stockholders' equity                $29,495,000        $21,184,000
                                                          ===========        ===========
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>

Asta Funding, Inc. and Subsidiaries

Consolidated Statements of Operations
Unaudited

<TABLE>
<CAPTION>

                                                          Three Months Ended                   Nine Months Ended
                                                                June 30,                            June 30,
                                                  -------------------------------       -------------------------------
                                                      2001               2000               2001               2000
                                                      ----               ----               ----               ----

<S>                                                <C>                <C>                <C>                <C>
Revenues:
Interest                                           $ 6,717,000        $ 3,819,000        $16,957,000        $12,230,000
Servicing fees                                           3,000             15,000             13,000             61,000
                                                   -----------        -----------        -----------        -----------

                                                     6,720,000          3,834,000         16,970,000         12,291,000
                                                   -----------        -----------        -----------        -----------

Expenses:
General and administrative                           2,416,000          1,099,000          5,376,000          2,907,000
Provision for credit losses and repurchases             50,000             55,000            450,000          2,090,000
Interest                                               184,000             63,000            449,000            387,000
                                                   -----------        -----------        -----------        -----------
                                                     2,650,000          1,217,000          6,275,000          5,384,000
                                                   -----------        -----------        -----------        -----------

Income before income taxes                           4,070,000          2,617,000         10,695,000          6,907,000

Income tax expense                                   1,635,000          1,046,000          4,295,000          2,762,000
                                                   -----------        -----------        -----------        -----------

Net income                                         $ 2,435,000        $ 1,571,000        $ 6,400,000        $ 4,145,000
                                                   ===========        ===========        ===========        ===========


Net income per share - Basic                       $      0.61        $      0.40        $      1.61        $      1.05
                                                   -----------        -----------        -----------        -----------
                     - Diluted                     $      0.58        $      0.39        $      1.55        $      1.03
                                                   -----------        -----------        -----------        -----------

Weighted average number of shares
      outstanding - Basic                            3,968,000          3,945,000          3,968,000          3,945,000
                                                   -----------        -----------        -----------        -----------
                  - Diluted                          4,214,000          4,063,000          4,124,000          4,025,000
                                                   -----------        -----------        -----------        -----------

</TABLE>

See accompanying notes to consolidated financial statements


<PAGE>

Asta Funding, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
Unaudited

<TABLE>
<CAPTION>
                                                                                     Nine Months Ended
                                                                                          June 30,
                                                                            ---------------------------------
                                                                                2001                 2000
                                                                                ----                 ----
<S>                                                                         <C>                  <C>
Cash flows from operating activities:
  Net income                                                                $  6,400,000         $  4,145,000
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                                                 90,000               76,000
    Provision for losses and repurchases                                         450,000            2,090,000
    Deferred income taxes                                                        400,000              290,000
    Expenses advanced by affiliate                                                  --                 15,000
    Changes in:
       Restricted cash                                                              --                 (2,000)
       Repossessed automobiles held for sale                                      48,000              205,000
       Other assets                                                              181,000             (933,000)
       Income taxes payable                                                   (4,192,000)           1,411,000
       Accounts payable and accrued expenses                                     (97,000)           2,094,000
                                                                            ------------         ------------
           Net cash provided by operating activities                           3,280,000            9,391,000

Cash flows from investing activities:
    Auto loan principal payments                                               1,876,000            3,716,000
    Purchase of consumer receivables acquired for liquidation                (30,164,000)          (1,582,000)
    Principal collected on receivables acquired for liquidation, net          18,108,000           11,173,000
    Finance receivables                                                       (2,030,000)                --
    Capital expenditures                                                         (93,000)            (111,000)
                                                                            ------------         ------------
            Net cash (used in) provided by investing activities              (12,303,000)          13,196,000

Cash flows from financing activities:
    Advances from affiliate                                                     (595,000)          (1,449,000)
    Advances (repayments) under lines of credit                                5,580,000           (5,422,000)
    Advances (repayments) of notes payable                                     1,198,000          (10,636,000)
                                                                            ------------         ------------
            Net cash provided by  (used in) financing activities               6,183,000          (17,507,000)
                                                                            ------------         ------------

(Decrease) increase in cash                                                   (2,840,000)           5,080,000

Cash at the beginning of period                                               10,488,000              780,000
                                                                            ------------         ------------
Cash at end of period                                                       $  7,648,000         $  5,860,000
                                                                            ============         ============

Supplemental disclosure of cash flow information:
   Cash paid during the period
         Interest                                                           $    440,000         $    387,000
         Income taxes                                                       $  5,790,000         $  1,045,000

</TABLE>


See accompanying notes to consolidated financial statements

<PAGE>


                               Asta Funding, Inc.
                   Notes to Consolidated Financial Statements

Note 1: Basis of Presentation

Asta Funding, Inc. and its wholly owned subsidiaries (collectively, the
"Company") is a diversified consumer finance company that is engaged in the
business of purchasing, servicing and selling distressed and performing consumer
receivables. Distressed and performing consumer receivables are the unpaid debts
of individuals to banks, finance companies and other credit providers. The
Company's receivables consist of MasterCard and Visa credit card accounts which
were charged-off by the issuing banks for non-payment and installment
receivables that were originated and previously serviced by a furniture
retailer. Prior to May 1, 1999, the Company's business was focused on
purchasing, servicing and selling retail installment contracts originated by
dealers in the sale primarily of used automobiles to sub-prime borrowers.

In March 2000, the Company formed Asta Commercial, LLC, a wholly owned
subsidiary of the Company, to factor commercial invoices. Asta Commercial
specializes in providing working capital to growing companies with unique
financing needs. Asta Commercial provides asset-based lending, primarily secured
by accounts receivable for small growing companies. Typical customers are
manufacturers, wholesale distributors and service companies. Asta Commercial is
committed to working closely with growth companies to meet their specialized
financing needs and anticipates significant growth in this business by providing
prompt and reliable service to its customers.

The consolidated balance sheet as of June 30, 2001, the consolidated statements
of operations for the three and nine-month periods ended June 30, 2001 and 2000,
and the consolidated statements of cash flows for the three and nine-month
periods ended June 30, 2001 and 2000, have been prepared by the Company without
an audit. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial position
of the Company at June 30, 2001 and September 30, 2000, the results of
operations for the three and nine-month periods ended June 30, 2001 and 2000 and
the cash flows for the nine-month periods ended June 30, 2001 and 2000 have been
made. The results of operations for the three and nine- month periods ended June
30, 2001 and 2000 are not necessarily indicative of the operating results for
any other interim period or the full fiscal year.

Pursuant to the rules and regulations of the Securities and Exchange Commission,
certain information and footnote disclosures required under generally accepted
accounting principles have been condensed or omitted from the presented
financial statements. The Company suggests that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the fiscal year ended September
30, 2000.

Note 2: Principles of Consolidation

The consolidated financial statements include the accounts of Asta Funding, Inc.
and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.

Note 3: Auto Loans Receivable:

The contracts which the Company purchased from dealers provide for finance
charges of between 14.95% and 28.95% per annum. Each contract provides for full
amortization, equal monthly payments and permits prepayments by the borrower at
any time without penalty. The Company generally purchased contracts at a
discount from the full amount financed under a contract. The Company
discontinued purchasing contracts in May 1999.

Note 4: Consumer Receivables Acquired  for Liquidation:

Accounts acquired for liquidation are stated at their net realizable value and
consist of consumer loans to individuals throughout the country.


Note 5: Finance Receivables:

Finance receivables are factored accounts receivable primarily with full
recourse.


<PAGE>


                               Asta Funding, Inc.
                   Notes to Consolidated Financial Statements

Note 6: Income recognition:

The Company recognizes income on distressed and performing consumer loan
portfolios, which are acquired for liquidation, using either the interest method
or cost recovery method. Upon acquisition of a portfolio of loans, the Company's
management estimates the future anticipated cash flows and determines the
allocation of payments based upon this estimate. If future cash flows cannot be
estimated, the cost recovery method is used. Under the cost recovery method, no
income is recognized until the Company has fully collected the cost of the
portfolio.

Interest income from sub-prime automobile loans is recognized using the interest
method. Accrual of interest income on loans receivable is suspended when a loan
is contractually delinquent more than 60 days. The accrual is resumed when the
loan becomes contractually current, and past due interest is recognized at that
time. In addition, a detailed review of loans will cause earlier suspension if
collection is doubtful.


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

Overview

The Company is engaged in the business of purchasing, managing, servicing and
selling distressed and performing consumer receivables. Distressed and
performing consumer receivables are the unpaid debts of individuals that are
owed to banks, finance companies and other credit providers. The Company's
receivables consist of MasterCard and Visa credit card accounts which were
charged-off by the issuing banks for non-payment and installment receivables
that were originated and previously serviced by a furniture retailer. Prior to
May 1, 1999, the Company's business was focused on purchasing, servicing and
selling retail installment contracts originated by dealers in the sale primarily
of used automobiles to sub-prime borrowers.

Receivables are purchased by the Company at a discount from their charged-off
amount, typically the aggregate unpaid balance at the time of charge-off. The
Company purchases receivables directly from credit grantors through privately
negotiated direct sales and through auction type sales in which sellers of
receivables seek bids from several pre-qualified debt purchasers. In order for
the Company to consider a potential seller of receivables, a variety of factors
are considered. Sellers must demonstrate that they have adequate internal
controls to detect fraud and have the ability to provide post sale support and
to honor buy-back warranty requests. The Company pursues new acquisitions on an
ongoing basis by means of industry newsletters, brokers who specialize in these
assets and other professionals with whom the Company has relationships.

The Company also factors commercial invoices and specializes in providing
working capital to growing companies with unique financing needs. The Company
provides asset-based lending, primarily secured by accounts receivable for small
growing companies. Typical customers are manufacturers, wholesale distributors
and service companies. The Company is committed to working closely with growth
companies to meet their specialized financing needs and anticipates significant
growth in this business by providing prompt and reliable service to its
customers.

The Company generates its revenues, earnings and cash flow primarily through the
purchase and collection of principal, interest and other payments on consumer
receivables acquired for liquidation, financed receivables and automobile
contracts.

This Form 10-QSB contains forward-looking statements within the meaning of the
"safe harbor" provisions under section 21E of the Securities and Exchange Act of
1934 and the Private Securities Litigation Act of 1995. The Company uses
forward-looking statements in its description of its plans and objectives for
future operations and assumptions underlying these plans and objectives.
Forward-looking terminology includes the words "may", "expects", "believes",
"anticipates", "intends", "forecasts", "projects", or similar terms, variations
of such terms or the negative of such terms. These forward-looking statements
are based on management's current expectations and are subject to factors and
uncertainties which could cause actual results to differ materially from those
described in such forward-looking statements. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statements contained in this Form 10-QSB to reflect any
change in its expectations or any changes in events, conditions or circumstances
on which any forward-looking statement is based. Factors which could cause such
results to differ materially from those described in the forward-looking
statements include those set forth under "Risk Factors" and elsewhere in, or
incorporated by reference into, this Form 10-QSB or other reports filed by the
Company with the Securities and Exchange Commission. These factors include the
following: the Company is dependent on external sources of financing to fund its
operations; the Company may not be able to purchase receivables at favorable
prices and is subject to competition for such receivables; the Company may not
be able to recover sufficient amounts on its receivables to fund its operations;
government regulations may limit the Company's ability to recover and enforce
receivables and other risks.

<PAGE>

                               Asta Funding, Inc.
       Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations


In the following discussions, most percentages and dollar amounts have been
rounded to aid presentation. As a result, all figures are approximations.

Results of operations

The three-month period ended June 30, 2001, compared to the three-month period
ended June 30, 2000

Revenues. During the three-month period ended June 30, 2001, interest income
increased $2.9 million or 75.9% to $6.7 million from $3.8 million for the
three-month period ended June 30, 2000. The increase in interest income was
primarily due to an increase in interest income earned on consumer receivables
acquired for liquidation that were purchased in January 2001, that were not
being serviced during the same period in the prior year. The Company earned
servicing fees of $3,000 for the three months ended June 30, 2001, as compared
to $15,000 for the three-month period ended June 30, 2000. The decrease in
servicing fee income is due to a decrease in the dollar amount of contracts
being serviced for the three-months ended June 30, 2001, as compared to the same
period in the prior year, as a result of the discontinuation of the purchase and
sale of automobile contracts being serviced.

Expenses. During the three-month period ended June 30, 2001, general and
administrative expenses increased $1.3 million or 120.1% to $2.4 million from
$1.1 million for the three-months ended June 30, 2000 and represented 91.2% of
total expenses. The increase in general and administrative expenses was
primarily due to servicing costs on consumer receivables that were purchased in
January 2001, and increased servicing costs on consumer receivables purchased in
prior periods. In addition, a portion of the increase was due to operating
expenses incurred in the Company's commercial finance receivable business during
the three-month ended June 30, 2001, which were lower during the same prior year
period.

Interest expense increased $121,000 or 192.1% to $184,000 from $63,000 for the
three-month period ended June 30, 2001, compared to the same period in the prior
year and represented 6.9% of total expenses for the three-month period ended
June 30, 2001. The increase was due to an increase in the outstanding borrowings
by the Company under the lines of credit and notes payable during the
three-month period ended June 30, 2001, as compared to the same period in the
prior year. The increase in borrowings was due to the Company's increases in
acquisitions of consumer receivables acquired for liquidation and finance
receivables during the three-month period ended June 30, 2001, as compared to
the same prior year period.

During the three-month period ended June 30, 2001, the provision for credit
losses decreased $5,000 or 9.1% to $50,000 from $55,000 for the three-months
ended June 30, 2000 and represented 1.9% of total expenses. The decrease was
primarily due to a decrease in the provision for credit losses on the Company's
liquidating auto receivable portfolio during the three months ended June 30,
2001, as compared to the same prior year period.

The nine-month period ended June 30, 2001, compared to the nine-month period
ended June 30, 2000

Revenues. During the nine-month period ended June 30, 2001, interest income
increased $4.7 million or 38.7% to $16.9 million from $12.2 million for the
nine-month period ended June 30, 2000. The increase in interest income is
primarily due to an increase in interest income earned on consumer receivables
that were acquired in January 2001 and an increase during the nine months ended
June 30, 2001 in interest income on consumer receivables which are accounted for
using the cost recovery method subsequent to recovery of the purchase price. The
Company earned servicing fees of $13,000 for the nine-months ended June 30,
2001, as compared to $63,000 for the nine-month period ended June 30, 2000. The
decrease in servicing fee income was due to a decrease in the dollar amount of
contracts being serviced for the nine-months ended June 30, 2001, as compared to
the same period in the prior year, as a result of the discontinuation of the
purchase and sale of automobile contracts being serviced.

Expenses. During the nine-month period ended June 30, 2001, general and
administrative expenses increased $2.5 million or 84.9% to $5.4 million from
$2.9 million for the nine-months ended June 30, 2000 and represented 85.6% of
total expenses. The increase in general and administrative expenses was
primarily due to servicing costs on consumer receivables that were purchased in
January 2001, that were not being serviced during the same prior year period and
increased servicing costs on consumer receivables that were purchased in prior
periods. In addition, a portion of the increase is due to operating expenses
incurred in the Company's commercial finance receivable business during the
nine-month period ended June 30, 2001, which was not operating during the same
prior year period.


<PAGE>

                               Asta Funding, Inc.
       Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations


Interest expense increased $62,000 or 16.0% to $449,000 from $387,000 for the
nine-month period ended June 30, 2001, compared to the same period in the prior
year and represented 7.2% of total expenses for the nine-month period ended June
30, 2001. The increase was due to an increase in the outstanding borrowings by
the Company under the lines of credit and notes payable during the nine-month
period ended June 30, 2001, as compared to the same period in the prior year.

During the nine-month period ended June 30, 2001, the provision for credit
losses decreased $1.6 million or 78.5% to 0.5 million from $2.1 million for the
nine-months ended June 30, 2001 and represented 7.2% of total expenses. The
decrease was primarily due to the Company providing $1.5 million during the
nine-month period ended June 30, 2001, for potential obligations on consumer
receivables acquired for liquidation sold to others.

Liquidity and Capital Needs

The Company's primary sources of cash from operating activities include borrower
payments on consumer receivables acquired for liquidation, automobile contracts
and payments on finance receivables. The Company's primary uses of cash include
its purchases of consumer receivables acquired for liquidation and finance
receivables. As of June 30, 2001, the Company's cash and cash equivalents
decreased to $7,648,000 from $10,488,000 at September 30, 2000. The decrease in
cash was primarily due to the consumer receivables purchased and income tax
payments made during the nine-months ended June 30, 2001.

Net cash provided by operating activities was $3.3 million during the
nine-months ended June 30, 2001, compared to net cash provided by operating
activities of $9.4 million during the nine-months ended June 30, 2000. The
decrease in net cash provided by operating activities was primarily due to the
increase in income tax payments and accounts payable during the nine-months
ended June 30, 2001, as compared to the same period in the prior year. Net cash
used in investing activities was $12.3 million during the nine-months ended June
30, 2001, compared to net cash provided by investing activities of $13.2 million
during the nine-months ended June 30, 2000. The increase in net cash used in
investing activities was primarily due to the acquisition of consumer
receivables acquired for liquidation and the increase in finance receivables
during the nine-months ended June 30, 2001, compared to the same period in the
prior year. Net cash provided by financing activities was $6.2 million during
the nine-months ended June 30, 2001, compared to net cash used of $17.5 million
during the nine-months June 30, 2000. The increase in net cash provided by
financing activities was primarily due to an increase in borrowings during the
nine-months ended June 30, 2001, compared to borrowing repayments during the
same period in the prior year as a result of acquisitions of consumer
receivables during the nine months ended June 30, 2001.

The Company's cash requirements have been and will continue to be significant.
The Company depends on external financing for purchasing consumer receivables.
On January 29, 2001, the Company purchased approximately $100 million of
consumer receivables from Heilig-Meyers Furniture Company at a substantial
discount and intends to liquidate the receivables. The receivables are
performing and semi-performing in nature. In conjunction with this transaction,
the Company borrowed $17 million from two banks and $1 million from an affiliate
of the Company. The loan from a bank for $10 million and a $1 million loan from
an affiliate of the Company are payable on demand and a $7 million loan from
another bank was paid in July 2001, and is payable in equal monthly
installments. The interest rates on these borrowings are between one percent
over prime and thirteen percent per annum. In June 2001, the Company purchased
two consumer receivable portfolios. One portfolio was performing and
semi-performing in nature and the other portfolio was previously charged-off by
the seller and was a distressed portfolio. Both acquisitions were financed under
the Company's existing line of credit.

The Company anticipates the funds available under its current funding agreements
and credit facilities as well as funds made available by Asta Group,
Incorporated, an affiliate of the Company, and cash from operations will be
sufficient to satisfy the Company's estimated cash requirements for at least the
next 12 months. If for any reason the Company's available cash otherwise proves
to be insufficient to fund operations (because of future changes in the
industry, general economic conditions, unanticipated increases in expenses, or
other factors), the Company may be required to seek additional funding.

<PAGE>

                               Asta Funding, Inc.
                            Form 10-QSB June 30, 2001


Part II. OTHER INFORMATION


Item 1.  Legal Proceedings

         As of the date of this filing, the Company was not involved in any
material litigation in which it is the defendant. The Company regularly
initiates legal proceedings as a plaintiff concerning its routine collection
activities.

Item 5. Other Information

         None.
 .
Item 6.  Exhibits and Reports on Form 8-K

         None.


<PAGE>

                               Asta Funding, Inc.
                            Form 10-QSB June 30, 2001


Signatures

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                             ASTA FUNDING, INC.
                                 (Registrant)


Date: August 9, 2001         By:    /s/  Gary Stern
                                 ----------------------------------------------
                                 Gary Stern, President, Chief Executive Officer
                                 (Principal Executive Officer)


Date: August 9, 2001         By:    /s/  Mitchell Herman
                                 ----------------------------------------
                                 Mitchell Herman, Chief Financial Officer
                                 (Principal Financial Officer and Principal
                                 Accounting Officer)