AFSALA BANCORP INC
10QSB, 1996-09-24
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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:  June 30, 1996

[  ]  Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _____________ to _____________

Commission file number: 0-21113

                              AFSALA Bancorp, Inc.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

           Delaware                                            14-1793890
 (State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                                161 Church Street
                            Amsterdam, New York 12010
                    (Address of Principal Executive Offices)

                                 (518) 842-5700
                (Issuer's Telephone Number, Including Area Code)


         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

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

Yes [ ]     No  [X]

Number of shares  outstanding of each issuer's  classes of common equity as of
September 20, 1996: 0

      Transitional Small Business Disclosure Format (check one):

Yes [ ]     No  [X]


- -------------
*  THIS FORM 10-QSB IS BEING FILED PURSUANT TO RULE 15d-13.


<PAGE>



                     PART I.  FINANCIAL INFORMATION


Item 1. Financial Statements

                          AFSALA BANCORP, INC.

                              BALANCE SHEET
                               (Unaudited)

                                                        At June 30, 1996
ASSETS:

      Total Assets                                          $         --
                                                             ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

      Liabilities                                           $         --
                                                             -----------

      Stockholders' Equity:

            Preferred Stock, $0.10 par value per share,
            Authorized - 500,000 shares;
            Issued and Outstanding - None                             --

            Common Stock, $0.10 par value per share,
            Authorized - 3,000,000 shares;
            Issued and Outstanding - None                             --

            Additional Paid-in Capital                      $         --
                                                             -----------

            Total Stockholders' Equity                      $         --
                                                             -----------

            Total Liabilities and Stockholders' Equity      $         --
                                                             ===========


                                  -1-

<PAGE>



                             AFSALA BANCORP, INC.

                              STATEMENT OF INCOME



        For the period beginning June 11, 1996 (date of incorporation)
                               to June 30, 1996
                                  (Unaudited)



Net Income                                                         $    --
                                                                    ======

                                     -2-

<PAGE>



                             AFSALA BANCORP, INC.

                            STATEMENT OF CASH FLOWS



        For the period beginning June 11, 1996 (date of incorporation)
                               to June 30, 1996
                                  (Unaudited)



Cash flows from operating, financing and investing activities     $         --
                                                                   ===========

            Net cash provided by operating,
              financing and investing activities                  $         --
                                                                   ===========

Cash and cash equivalents at beginning of period                  $         --
                                                                   -----------

Cash and cash equivalents at end of period                        $         --
                                                                   ===========

                                     -3-

<PAGE>



                             AFSALA BANCORP, INC.

                         NOTE TO FINANCIAL STATEMENTS



Note 1. Incorporation and Organization

      AFSALA Bancorp,  Inc.  ("Registrant") was incorporated on June 11, 1996 at
the direction of Amsterdam Federal Savings and Loan Association,  to be known as
Amsterdam  Federal Bank (the  "Bank"),  to acquire all of the capital stock that
the Bank will  issue  upon  completion  of the  conversion  of the Bank from the
mutual to stock form.  The  Registrant  had conducted no  operations  during the
period ended June 30, 1996

Note 2. Subsequent Events

      On August 9, 1996, the Securities and Exchange Commission deemed effective
a  Registration  Statement  on Form  S-1  whereby  the  Registrant,  a  Delaware
corporation,  offered up to  1,265,000  (subject  to  adjustment)  shares of its
common stock, par value $0.10 per share (the "Common Stock"),  in a Subscription
Offering,  and under certain  circumstance  described therein, a Public Offering
(the  "Offerings").   The  Offerings  were  conducted  in  connection  with  the
conversion  of the Bank,  from a  federally  chartered  mutual  savings and loan
association to a federally chartered stock savings bank to be known as Amsterdam
Federal Bank, and the issuance of all of the Bank's outstanding capital stock to
the Registrant pursuant to the Bank's Plan of Conversion (the "Conversion").

      The Offerings  ended on September 20, 1995 and the  Registrant  expects to
consummate  the  Conversion  in late  September  1996 or early October 1996 upon
receipt of appropriate regulatory approvals.


Item 2. Management's Discussion and Analysis

      As of June 30, 1996, the Registrant had not yet begun operations or had no
assets or liabilities.

      On August 9, 1996, the Securities and Exchange Commission deemed effective
a  Registration  Statement  on Form  S-1  whereby  the  Registrant,  a  Delaware
corporation,  offered up to  1,265,000  (subject  to  adjustment)  shares of the
Common Stock, in the Offerings.  The Offerings were conducted in connection with
the Conversion.

      The Offerings  ended on September 20, 1995 and the  Registrant  expects to
consummate  the  Conversion  in late  September  1996 or early October 1996 upon
receipt of appropriate regulatory approvals.



                                     -4-

<PAGE>



                          PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

      Not applicable.

Items 2-5.

      Not applicable.

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits

       No.    Exhibit                                               Page
       ---    -------                                              ------
       2      Plan of Conversion                                      *
       3.1    Articles of Incorporation of the Registrant             *
       3.2    Bylaws of the Registrant                                *

      (b)   Reports on Form 8-K

                  None
- -------------
*     Such exhibits were previously filed with the Commission as exhibits to the
      Registrant's  Registration Statement on Form S-1, File No. 333-06399,  and
      hereby incorporated by reference pursuant to Rule 12b-32 promulgated under
      the  Securities  Exchange  Act of  1934,  as  amended,  and Rule 24 of the
      Commission's Rules of Practice.





                                     -5-

<PAGE>


      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.


                                AFSALA BANCORP, INC.


Date: September 24, 1996        By:   /s/ John M. Lisicki
                                      -------------------
                                      John M. Lisicki
                                      President and Chief Executive Officer



Date: September 24, 1996              /s/ James J. Alescio
                                      --------------------
                                      James J. Alescio
                                      Treasurer and Chief Financial Officer






<TABLE> <S> <C>

<ARTICLE>                                        9
       
<S>                                            <C>
<PERIOD-TYPE>                             9-MOS
<FISCAL-YEAR-END>                         SEP-30-1996
<PERIOD-END>                              JUN-30-1996
<CASH>                                         0
<INT-BEARING-DEPOSITS>                         0
<FED-FUNDS-SOLD>                               0
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    0
<INVESTMENTS-CARRYING>                         0
<INVESTMENTS-MARKET>                           0
<LOANS>                                        0
<ALLOWANCE>                                    0
<TOTAL-ASSETS>                                 0
<DEPOSITS>                                     0
<SHORT-TERM>                                   0
<LIABILITIES-OTHER>                            0
<LONG-TERM>                                    0
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     0
<TOTAL-LIABILITIES-AND-EQUITY>                 0
<INTEREST-LOAN>                                0
<INTEREST-INVEST>                              0
<INTEREST-OTHER>                               0
<INTEREST-TOTAL>                               0
<INTEREST-DEPOSIT>                             0
<INTEREST-EXPENSE>                             0
<INTEREST-INCOME-NET>                          0
<LOAN-LOSSES>                                  0
<SECURITIES-GAINS>                             0
<EXPENSE-OTHER>                                0
<INCOME-PRETAX>                                0
<INCOME-PRE-EXTRAORDINARY>                     0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   0
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<YIELD-ACTUAL>                                 0
<LOANS-NON>                                    0
<LOANS-PAST>                                   0
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               0
<CHARGE-OFFS>                                  0
<RECOVERIES>                                   0
<ALLOWANCE-CLOSE>                              0
<ALLOWANCE-DOMESTIC>                           0
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        0
        


</TABLE>


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