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 quarterly period ended JUNE 30, 2000
Commission file number 33-37809-NY
CASTLE HOLDING CORP.
.
(Exact name of small business issuer as specified in this charter)
NEVADA 77-0121957
(State of incorporation) (IRS Employer Identification Number)
45 CHURCH STREET, SUITE 25, FREEPORT, NEW YORK 11520
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (516)868-2000
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
6,914,100 SHARES ($.0025 PAR VALUE) AT JULY 31, 2000
CASTLE HOLDING CORP.
FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Statements of Financial Condition 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II. OTHER INFORMATION 15
SIGNATURES 16
EXHIBIT 27 17
<PAGE>
<TABLE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
JUNE 30, SEPTEMBER 30,
2000 1999
<S> <C> <C>
ASSETS (UNAUDITED)
Cash and cash equivalents $ 551,588 $ 383,133
Due from brokers 314,818 137,455
Securities owned, at market value 44,148 35,620
Equipment, less accumulated depreciation of
$56,619 and $164,151 respectively 73,159 31,667
Equipment under capital leases, less
accumulated depreciation of $67,06
and $89,090, respectively 114,136 66,482
Leasehold improvements, less
accumulated amortization of
$110,972 and $77,296, respectively 134,964 105,086
Other assets 50,097 55,996
Total assets $ 1,282,910 $ 815,439
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable $ 77,500 $ 87,500
Accounts payable and accrued expenses 383,983 245,256
Commissions payable 19,912 17,175
Income taxes payable 1,830 1,998
Securities sold, not yet purchased, at market 2 806
Obligations under capital leases 117,973 71,428
Loan subordinated to claims of general creditors 50,000 50,000
Total liabilities 651,200 474,163
Commitments and contingencies - -
Stockholders' equity:
Common stock, $.0025 par value; authorized
10,000,000 shares, issued and outstanding
6,914,100 and 6,640,500 shares, respectively 17,285 16,601
Additional paid - in capital 994,910 862,444
Accumulated deficit (103,610) (349,644)
Total 908,585 529,401
Less stock subscriptions receivable (276,875) (188,125)
Total stockholders' equity 631,710 341,276
Total liabilities and stockholders' equity $ 1,282,910 $ 815,439
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
<S> 2000 1999 2000 1999
Revenues: <C> <C> <C> <C>
Commissions $ 3,426,188 $2,238,310 $ 715,009 $ 861,180
Principal transactions 240,160 285,434 23,616 185,882
Interest and dividends 15,861 3,744 6,770 2,089
Total revenues 3,682,209 2,527,488 745,395 1,049,151
Expenses:
Commissions 475,198 386,535 60,877 212,278
Clearing and execution costs 755,128 614,652 128,649 220,598
Communications 413,426 159,427 130,344 42,227
Advertising 59,204 20,894 13,216 7,541
Administrative compensation
and employee benefits 795,649 510,515 250,063 236,203
Professional and consulting fe 309,663 298,958 60,462 109,394
Registration and regulatory fees 22,744 27,923 1,367 3,559
Occupancy 52,876 47,400 17,751 16,420
Interest 21,729 24,902 7,873 7,666
Other 528,575 420,172 132,658 138,642
Total expenses 3,434,192 2,511,378 803,260 994,528
Income (loss) before provision for
income taxes 248,017 16,110 (57,865) 54,623
Provision for (benefit from)
income taxes 1,983 1,861 656 1,153
Net income (loss) $ 246,034 $ 14,249 $ (58,521) $ 53,470
Net income (loss) per share:
Basic and diluted $ .04 $ .00 $ (.01) $ .01
Weighted average number of common
shares outstanding:
Basic 6,784,044 5,564,178 6,911,133 6,323,700
Diluted 6,804,044 5,564,178 6,911,133 6,323,700
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED JUNE 30,
2000 1999
<S>
Cash flows from operating activities: <C> <C>
Net income (loss) $ 246,034 $ 14,249
Adjustments to reconcile net income (loss)
to net cash provided by (used for)
operating activities:
Depreciation 76,850 60,198
Issuance of common stock for services and rent 13,150 59,500
Changes in assets and liabilities:
Due from brokers (177,363) (109,589)
Securities owned (8,528) (10,760)
Other assets 5,899 (26,049)
Accounts payable and accrued expenses 138,727 52,623
Commissions payable 2,737 48,487
Income taxes payable (168) (1,219)
Securities sold, not yet purchased (804) (1,952)
Net cash provided by (used for) operating activities 296,534 85,488
Cash flows from investing activities:
Purchases of equipment and leasehold improvements (118,410) (38,089)
Net cash used for investing activities (118,410) (38,089)
Cash flows from financing activities:
Proceeds from issuance of notes payable - 60,000
Net proceeds from sales of common stock - 227,500
Collection of stock subscriptions receivable 21,250 -
Repayment of notes payable - (100,000)
Repayment of obligations under capital leases (30,919) (14,575)
Net cash provided by (used for) financing activities (9,669) 172,925
Net increase (decrease) in cash 168,455 220,324
Cash and cash equivalents, beginning of period 383,133 187,266
Cash and cash equivalents, end of period $ 551,588 $ 407,590
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED JUNE 30,
2000 1999
<S> <C> <C>
Supplemental disclosures of cash flow information:
Interest paid $ 25,554 $ 29,728
Income taxes paid $ 2,151 $ 3,080
Schedule of non-cash operating activities:
Issuance of common stock for services and rent $ 13,150 $ 59,550
Schedule of non-cash investing activities:
Acquisition of equipment in connection
with capital lease obligations $ 77,464 $ 54,829
Retirement of fully depreciated equipment $ 172,731 -
Schedule of non-cash financing activities:
Conversion of note payable to common stock $ 10,000 $ -
Receipt of stock subscriptions receivable in
connection with sale of common stock $ 110,000 $ 160,000
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements as of June 30, 2000 and for the three
and nine months then ended were prepared by the Registrant without audit
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). 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. In the opinion of management, all necessary
adjustments to the financial statements have been made to present fairly
the financial position, results of operations, and cash flows. The results
of operations for the respective periods presented are not necessarily
indicative of the results for the respective complete years. The
Registrant has previously filed with the SEC a Form 10-KSB, which included
audited financial statements for the year ended September 30, 1999. The
financial statements contained in this filing should be read in conjunction
with the statements and notes thereto.
2. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the
Registrant Castle Holding Corp. ("CHC") and its subsidiaries. The
principal subsidiaries of CHC are Castle Securities Corp. ("CSC-1") and
Citadel Securities Corp. ("CSC-2"), both securities broker-dealers. All
significant intercompany balances and transactions have been eliminated in
consolidation.
3. OBLIGATIONS UNDER CAPITAL LEASES
In February 2000, one of CHC's subsidiaries acquired a telephone system
pursuant to a five year noncancelable capital lease agreement requiring
monthly payments of $ 1,658.
At June 30, 2000, the aggregate future minimum remaining lease payments
under noncancelable capital lease agreements were as follows:
<TABLE>
YEAR ENDED
SEPTEMBER 30, AMOUNT
<C> <C>
2000 $ 17,836
2001 44,618
2002 33,034
2003 19,893
2004 19,893
2005 6,631
Total 141,905
Less amount representing interest $ (23,932)
Net present value of capital lease obligations $ 117,973
</TABLE>
<PAGE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
4. 1998 INCENTIVE STOCK OPTION PLAN
On January 7, 2000, CHC granted stock options (for a total of 399,500
shares of its common stock) to 52 employees of the Company. The options
provide the respective employees the right to purchase CHC common stock at
a price of $.50 per share and are exercisable and vest at a rate of 20% for
each year commencing January 7, 2001.
Activity relating to CHC's stock options follows:
<TABLE>
Number of
Shares
<S> <C>
Balance at September 30, 1999 360,000
Granted during the nine months ended June 30, 2000 399,500
Balance at June 30, 2000 759,000
</TABLE>
5. COMMITMENTS AND CONTINGENCIES
Clearing agreement - In April 2000, CSC-1 renewed its clearing agreement
for a two year period effective November 1, 1999. In connection therewith,
CSC-1 received $86,649 in April 2000 for fee adjustments for the months
November 1999 to March 2000. The $86,649 is reflected in the consolidated
statement of operations in the three months ended June 30, 2000 as a
reduction in clearing and execution costs.
Litigation - On September 13, 1994, the SEC filed a civil action against
CSC-1, its president, a former registered representative, and eight other
defendants. The action alleges violations of Sections 5(a) and (c), and
17(a) of the Securities Act of 1933, Sections 10 (b) and 15c of the
Securities Exchange Act of 1934 and Rules 10b3, 10b-5, 10b-6, and 15d-2
thereunder. The complaint seeks injunctive relief and disgorgement of
profits approximating $175,000. CSC-1 answered the complaint and is
vigorously defending the action.
<PAGE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
On October 6, 1994, the NASD Market Surveillance Committee (the "MSC")
commenced a disciplinary proceeding against CSC-1, its president, and two
former registered representatives. The Complaint alleges violations of
Article 3, Sections 1, 4, 18 and 27 of the Association's Rules of Fair
Practice and Section 10 (b) of the Securities Exchange Act of 1934 and
Rule 10b-5 thereunder. After a hearing on June 20, 1995, the MSC, in its
Decision dated February 7, 1996, fined CSC-1 and its president jointly and
severally $25,000 and ordered them to make restitution to specified
customers totaling approximately $10,000. CSC-1 and its president
appealed the Decision to the National Business Conduct Committee (the
"NBCC") of the NASD and a hearing of the appeal was held on June 7, 1996.
In its Amended Decision dated October 21, 1996, the NBCC affirmed the
fines and restitution order. On November 15, 1996, CSC-1 and its president
appealed the NBCC Amended Decision to the SEC. On January 7, 1988, the
SEC affirmed the NBCC Amended Decision. On May 18, 1998, the SEC denied
CSC-1's Motion for Reconsideration filed January 21, 1998. On February 5,
and June 15, 1998, CSC-1 and its president filed petitions for review of
the SEC actions to the Second Circuit of the United States Court of
Appeals, which matters are pending.
Other CHC subsidiaries have also been named as defendants in civil cases
arising in the ordinary course of business. The Company believes that it
has meritorious defenses to these actions and intends to vigorously contest
them.
Management believes, based upon discussions with counsel, that the outcome
of the litigation described above will not have a material effect on the
Company's consolidated financial position. The materiality of legal matters
on the Company's future operating results depends on the level of future
results of operations as well as the timing and ultimate outcome of such
legal matters.
As of June 30, 2000, the Company accrued approximately $185,000 in
connection with the above litigations. Such amount is included in
accounts payable and accrued expenses.
<PAGE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Financial Condition
Total stockholders' equity increased $290,434, from $341,276 at September
30,1999 to $631,710 at June 30, 2000. This increase was due primarily to
$246,034 net income earned in the nine months ended June 30, 2000.
Cash and cash equivalents increased $168,455, from $383,133 at September
30,1999 to $551,588 at June 30, 2000. This increase was due primarily to the
$296,534 provided by operating activities, offset by $118,410 used for investing
activities and $9,669 used for financing activities.
At June 30, 2000, CSC-1 had net capital of $279,939, which was $260,657 in
excess of its required net capital of $19,282. At June 30, 2000, CSC-2 had
net capital of $230,305, which was $130,305 in excess of its required net
capital of $100,000.
Results of Operations
General - Substantial positive and negative fluctuations can occur in the
Registrant's business due to a variety of factors, including variations in the
market value of securities, the volatility and liquidity of trading markets, and
the level of market activity. As a result, net income and revenues in any
particular period may not be representative of full-year results and may vary
significantly from year to year and from quarter to quarter. In addition,
results of operations have been in the past and may in the future continue to
be materially affected by many factors of a national and international nature,
including economic and market conditions, currency values, inflation, the
availability of capital, the level and volatility of interest rates, the
valuation of securities positions and investments, and legislative and
regulatory developments, as well as the size, number and timing of transactions.
The Registrant's results of operations also may be materially affected by
competitive factors and its ability to attract and retain highly skilled
individuals.
Castle Online - A substantial portion of the Registrant's revenues are presently
being derived from the Castle Online division of CSC-1. This division offers
customers the ability to place securities orders electronically over the
internet (website address www.castleonline.com). Many of its customers trade
actively and engage in day trading . The SEC and NASD may propose rules
regarding day trading which, if implemented, may adversely affect the
Registrant.
<PAGE>
<TABLE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
Revenues by source - For the three months and nine months ended June 30, 2000
and 1999, revenues were derived as follows:
NINE MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Commissions:
Castle Online $ 2,990,957 $ 1,878,742 $ 647,531 $ 728,652
Other 435,231 359,568 67,478 132,528
Total commissions 3,426,188 2,238,310 715,009 861,180
Principal transactions:
Trading accounts 239,092 285,490 25,987 186,178
Investment accounts 1,068 (56) (2,371) (296)
Total principal transactions 240,160 285,434 23,616 185,882
Interest and dividends 15,861 3,744 6,770 2,089
Total revenues $ 3,682,209 $ 2,527,488 $745,395 $1,049,151
Nine months ended June 30, 2000 compared to nine months ended June 30, 1999 -
Net income for the nine months ended June 30, 2000 was $246,034, or $.04 per
share, compared to net income of $14,249, or $.00 per share, for the nine months
ended June 30,1999. Total revenues increased $1,154,721 (46%) and total
expenses increased $922,814 (37%) in 2000 compared to 1999. Revenues less
commissions and clearing and execution costs were $2,451,883 in 2000 compared to
$1,526,301 in 1999.
</TABLE>
<PAGE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
Commissions revenue from the Castle Online division of CSC-1 increased
$1,112,215 (59%) from $1,878,742 in 1999 to $2,990,957 in 2000 for the nine
month periods. Castle Online customer transactions increased from 110,862 in the
nine months ended June 30,1999 to 184,994 in the nine months ended June 30,
2000. Castle Online funded customers decreased from 364 at June 30, 1999
to 326 at June 30, 2000. Castle Online average revenue per transaction was
$16.17 and $16.95 in 2000 and 1999, respectively.
Commissions revenue from other sources increased $75,663 (21%) from $359,568
in 1999 to $435,231 in 2000 for the nine month periods. Customer transactions
totaled 17,100 and 18,596 in 2000 and 1999, respectively. Average revenue per
transaction was $25.45 and $19.34 in 2000 and 1999, respectively. Revenue from
principal transactions decreased $45,274 (16%) from $285,434 in 1999 to $240,160
in 2000 for the nine month periods. Principal transactions totaled 2,302 and
1,661 in 2000 and 1999, respectively. Average revenue per transaction was
$104.33 and $171.84 in 2000 and 1999, respectively.
Commissions expense increased $88,663 (23%) from $386,535 in 1999 to $475,198
in 2000 for the nine month periods as a result of higher revenues. Commissions
expense as a percentage of total revenues was 13% and 15% in 2000 and 1999,
respectively.
Clearing and execution costs increased $140,476 (23%) from $614,652 in 1999 to
$755,128 in 2000 for the nine month periods as a result of increased Castle
Online transactions, offset partially by $75,203 in order flow credits received
in 2000 (which reduced year 2000 clearing and execution costs). Excluding the
order flow credits, clearing and execution costs as a percentage of total
revenues was 23% and 24% in 2000 and 1999, respectively.
Communications expense increased $253,999 (159%) from $159,427 in 1999 to
$413,426 in 2000 for the nine month periods. The increase was due largely to
new UUNET internet service starting in May 1999, additional MCI quote line
service starting in September 1999, digital telephone lines installed in
February 2000, increased telephone usage, and increased purchases of computer
and server parts and accessories.
Administrative compensation and employee benefits increased $285,134 (56%)
from $510,515 in 1999 to $795,649 in 2000 for the nine month periods. The
increase was due to hiring of additional administrative personnel and higher
salary levels.
Other expenses increased $108,403 (26%) from $420,172 in 1999 to $528,575 in
2000 for the nine month periods. The increase was due to a $135,000 provision
recorded in 2000 to increase the balance of CSC-1's allowance for legal
proceedings from $50,000 to $185,000.
The $185,000 balance is included in accounts payable and accrued expenses on the
consolidated statement of financial condition at June 30, 2000.
<PAGE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
Three months ended June 30, 2000 compared to three months ended June 30,1999 -
Net loss for the three months ended June 30, 2000 was $58,521, or $(.01) per
share, compared to net income of $53,470, or $.01 per share, for the three
months ended June 30, 1999. Total revenues decreased $303,756 (29%) and total
expenses decreased $191,268 (19%) in 2000 compared to 1999. Revenues less
commissions and clearing and execution costs were $555,869 in 2000 compared to
$616,275 in 1999. In 2000, clearing and execution costs were reduced by $86,649
received from CSC-1's clearing agent for prior quarters' fee adjustments.
Commissions revenue from the Castle Online division of CSC-1 decreased
$81,121 (11%) from $728,652 in 1999 to $647,531 in 2000 for the three month
periods. Castle Online customer transactions decreased from 44,873 in the
three months ended June 30, 1999 to 40,331 in the three months ended June 30,
2000. Castle Online average revenue per transaction was $16.06 and $16.24
in 2000 and 1999, respectively. The 49% decline in Castle Online customer
transactions from 79,825 in the preceding three months ended March 31, 2000 to
40,331 in the three months ended June 30, 2000 was due largely to the downturn
in prices of Nasdaq securities (which involve over 90% of Castle Online
transactions) and consequent reduction in customers' equity and activity.
Commissions revenue from other sources decreased $65,050 (49%) from $132,528
in 1999 to $67,478 in 2000 for the three month periods. Customer transactions
totaled 5,065 and 6,187 in 2000 and 1999, respectively. Average revenue per
transaction was $13.32 and $21.42 in 2000 and 1999, respectively.
Revenue from principal transactions decreased $162,266 (87%) from $185,882 in
1999 to $23,616 in 2000 for the three month periods. Principal transactions
totaled 236 and 714 in 2000 and 1999, respectively. Average revenue per
transaction was $100.07 and $260.34 in 2000 and 1999, respectively. Monthly
volume on the OTC Bulletin Board (where most of the securities which CSC-2
makes markets in are quoted) decreased from over 24,000,000,000 shares in
March 2000 to approximately 4,100,000,000 shares in June 2000.
Commissions expense decreased $151,401 (71%) from $212,278 in 1999 to $60,877
in 2000 for the three month periods as a result of lower revenues. Commissions
expense as a percentage of total evenues was 8% and 20% in 2000 and 1999,
respectively. The percentage decrease in 2000 was a result of a higher
percentage of total revenues derived from Castle Online(87% and 69% in 2000 and
1999, respectively), where commission payout percentages are lower than from
other revenue sources.
<PAGE>
CASTLE HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2000
(UNAUDITED)
Clearing and execution costs decreased $91,949 (42%) from $220,598 in 1999 to
$128,649 in 2000 for the three month periods as a result of decreased
transactions. Excluding the $86,649 received for prior quarters' fee
adjustments (which reduced year 2000 clearing and execution costs), clearing
and xecution costs as a percentage of total revenues was 29% and 21% in 2000 and
1999, respectively. The percentage increase in 2000 was due primarily to lower
average revenues per transaction; clearing and execution rates remained
approximately the same.
Communications expense increased 88,117 (209%) from $42,227 in 1999 to
$130,344 in 2000 for the three month periods. The increase was due largely to
new UUNET internet service starting in May 1999, additional MCI quote line
service starting in September 1999, digital telephone lines installed in
February 2000, increased telephone usage, and increased purchases of computer
and server parts and accessories.
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
No additional reportable legal proceedings were initiated since September 30,
1999, the filing date of Form 10-KSB for the fiscal year ended September 30,
1998. Reference should be made to the Registrant's Form 10-KSB for the fiscal
year ended September 30, 1998 for the status of legal proceedings previously
initiated.
Item 2. CHANGES IN SECURITIES
(c) Equity securities of the Registrant sold by the Registrant during the
quarterly period ended June 30, 2000 that were not registered under the
Securities Act were:
<TABLE>
<C> <C> <C> <C> <C>
Title of
Date of Sale Security Shares Purchaser(s) Consideration
May 1, 2000 Common 700 7 employees of Services valued
Stock investor relations of $350
firm (100 shares each)
June 29, 2000 Common 2,500 Investors Relations Services valued at
Stock Group Inc. $2,500
</TABLE>
No underwriting discounts or commissions were paid in connection with any of
the above sales. For all of the above sales, the Registrant claimed exemption
from registration under section 4 (2) of the Securities Act of 1933.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - Financial Data Schedule included as Exhibit 27.
(b) No reports on Form 8-K were filed by the Registrant during the quarter
ended June 30, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASTLE HOLDING CORP.
August 11, 2000 /s/ George R. Hebert
GEORGE R. HEBERT
PRESIDENT
August 11, 2000 /s/ Michael T. Studer
MICHAEL T. STUDER
SECRETARY - TREASURER,
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER
<PAGE>
EXHIBIT 27
FINANCIAL DATA SCHEDULE FOR THE THIRD QUARTER ENDED JUNE 30, 2000 REQUIRED
PURSUANT TO ITEM 601(C) OF REGULATION S-B
[NAME] CASTLE HOLDING CORP.
[MULTIPLIER] 1
[CURRENCY] 1
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END]SEP-30-2000
[PERIOD-START]APR-01-2000
[PERIOD-END]JUN-30-2000
[EXCHANGE-RATE] 1
[CASH] 551,588
[RECEIVABLES] 0
[SECURITIES-RESALE] 0
[SECURITIES-BORROWED] 0
[INSTRUMENTS-OWNED] 44,148
[PP&E] 322,259
[TOTAL-ASSETS] 1,282,910
[SHORT-TERM] 77,500
[PAYABLES] 405,725
[REPOS-SOLD] 0
[SECURITIES-LOANED] 0
[INSTRUMENTS-SOLD] 2
<LONG TERM> 167,973
[COMMON] 17,285
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 614,425
[TOTAL-LIABILITY-AND-EQUITY] 128,910
[TRADING-REVENUE] 23,616
[INTEREST-DIVIDENDS] 6,770
[COMMISSIONS] 715,009
[INVESTMENT-BANKING-REVENUES] 0
[FEE-REVENUE] 0
[INTEREST-EXPENSE] 7,873
[COMPENSATION] 310,940
[INCOME-PRETAX] (57,865)
[INCOME-PRE-EXTRAORDINARY] (57,865)
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (58,521)
[EPS-BASIC] (.01)
[EPS-DILUTED] (.01)
