U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
THE EXCHANGE ACT
For the transition period from ___________ to
___________.
Commission File No. 0-17117
WALL STREET FINANCIAL CORPORATION
(Exact name of Small Business Issuer as specified in
its Charter)
Incorporated under the laws of
the State of Delaware
99-0240826
(State or other jurisdiction (IRS Employer
Identification No.)
of incorporation or organization)
1088 Bishop Street, Suite 1104
Honolulu, HI 96813
(Address of principal executive offices)
(808) 526-3999
Issuer's telephone number
Not applicable
(Former name, address and 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 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
State the number of shares outstanding of each of the issuer s
classes of common
stock, as of the latest practicable date:
Class of Common Stock Outstanding at
September 30, 1996
$.01 par value
15,273,759
Transitional Small Business Disclosure Format (Check one) Yes
No X
FORM 10-QSB
FINANCIAL STATEMENTS AND SCHEDULES
WALL STREET FINANCIAL CORPORATION
For the Quarter ended September 30, 1996
The following financial statements and schedules of the
registrant and its
consolidated subsidiaries are submitted herewith:
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - September 30,
1996 and
December 31, 1995
.....3
Statement of Operations - Three months
ended September 30, 1996 and 1995
.....5
Statements of Cash Flows - Three months
ended September 30, 1996 and 1995
.....6
Notes to Financial Statements
.....7
Item 2. Management Discussion and Analysis of
Financial Condition and Results of Operations
.....8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
....11
Item 2. Changes in Securities
....11
Item 3. Defaults Upon Senior Securities
....11
Item 4. Submission of Matter to a Vote of Security
Holders ....11
Item 5. Other Information
....12
Item 6.(a) Exhibits
....12
Item 6.(b) Reports on Form 8-K
....12
-2-
Wall Street Financial Corporation and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
December 31,
Note 1996
1995
Asset
Advances Receivable-
Other, less allowance of $3,106,854
in 1995 and $3,232,769 at 09/30/96 14,499
$1,850
Marketable Equity Securities-at cost
125,000
Auto 3,950
Less: accumulated depreciation 1,053
-----
Auto-net 2,897
-----
Building Improvements 10,954
Less: accumulated depreciation 2,746
-----
Building Improvements-net 8,208
-----
Plant and Equipment
Furniture and fixtures 5,425
2,925
Equipment 13,446
6,602
------
-----
18,871
9,527
Less: accumulated depreciation 5,305
2,412
------
-----
Plant and equipment-net 13,566
7,115
Other Assets 519,904
165,209
Notes Receivable (WSF Stock Bonus Plan) 100,000
Deferred Expenditure 26,844
26,844
Forest Resource 134,500,000
134,500,000
Shares Held as Collateral
171,900
------------
------------
$135,185,918
$134,997,918
============
============
-3-
Wall Street Financial Corporation and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
Notes September 30,
December 31,
1996
1995
Liabilities and Shareholders' Equity
Current Liabilities
Short-term debt $1,393
$10,939
Convertible promissory notes payable 675,000
2,775,000
Accounts payable-trade 268,909
169,058
Accrued liabilities
Payroll taxes 79,675
79,675
Interest payable-officers 29,989
8,326
Interest payable 192,309
483,650
-------
-------
301,973
571,651
-------
-------
Other current liabilities
Litigation settlement 215,000
215,000
Other 12,733
---------
---------
Total current liabilities 1,475,008
3,741,648
Notes Payable-Officers 194,085
409,222
Notes Payable 52,618,825
51,358,825
----------
----------
Total liabilities 54,287,918
55,509,695
Deferred Revenue 67,250,000
67,250,000
Shareholders' Equity
Common stock-authorized, 25,000,000
shares of $.01 par value; issued
and outstanding 13,446,759 shares
in 1995 and 15,273,759 at 09/30/96 152,737
134,468
Additional paid-in capital 14,153,455
12,699,898
Accumulated deficit (123,192)
(561,143)
-----------
-----------
14,183,000
12,273,223
Less:
Reserve in land contract valuation (13,000)
(13,000)
Subscription receivable (10,000)
(10,000)
Treasury stock (12,000)
(12,000)
Shares issued, unpaid (500,000)
-------------
- -------------
$135,185,918
$134,997,918
=============
=============
-4-
<TABLE>
Wall Street Financial Corporation and
Subsidiary
CONSOLIDATED STATEMENTS OF
OPERATIONS
<CAPTION>
for Quarter ended
for the nine months ended
September 30,
September 30,
1996 1995
1996 1995
<S> <C> <C>
<C> <C>
Revenue
Operating 40,681
101,220
Land Sale Option
1,000 320,000 1,000
-------
- ------ ------- -------
40,000
1,000 421,220 1,000
-------
- ------ ------- -------
Expenses
Cost of sales 24,369
225,745
Operating expenses 15,517
3,204 488,997 223,167
Interest expenses 6,386
21,505 (54,057) 215,700
Depreciation 2,516
477 6,692 1,429
Other expenses 2,575
70 4,841 393
---------
- -------- -------- ---------
51,363
194,412 672,218 440,689
---------
- -------- -------- ---------
Income/(loss) from continuing operations (10,682)
($24,256) (250,998) ($439,689)
Other Income
Restructure of debt
264,292
Adjustment of Prior Year's Expense
424,656
--------
- ---------- --------- ----------
Income/(loss) from operations ($10,682)
($24,256) $437,950 ($439,689)
========
========== ========= ==========
Net loss per share continuing operations ($0.01)
($0.01) ($0.02) ($0.03)
Income per share-other income
.05
-------
- ------- ------- -------
Net income/(loss) per share from operations ($0.01)
($0.01) $0.03 ($0.03)
======
======= ===== =======
</TABLE>
-5-
Wall Street Financial Corporation and Subsidiary
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended September 30,
1996
1995
Cash flows from operating activities:
Net income/(loss) from operations $437,951
($523,269)
Items not affecting working capital
depreciation 6,692
1,429
Changes in assets and liabilities:
increase/(decrease) in assets & liabilities (2,197,525)
425,756
-----------
---------
(1,752,882)
(96,084)
-----------
---------
Cash flows from investing activities:
Purchase of auto (3,950)
Purchase of furniture (2,500)
Purchase of equipment (6,844)
Addition to building improvements (10,954)
Addition to notes receivable (100,000)
Addition to other assets (354,696)
Investment in real estate
(4,359)
Advances (to) affiliates
(18,020)
Investment in unconsolidated subsidiary
(137,214)
---------
---------
Net cash used in investing activities (478,944)
(159,592)
---------
---------
Cash flows from financing activities:
Proceeds from securities 1,471,826
Proceeds from convertible notes payable 1,260,000
189,890
Proceeds from notes payable-officers
57,815
Costs of obtaining funding
(1,689)
Shares issued, unpaid (500,000)
---------
--------
2,231,826
246,017
---------
--------
Net (decrease) in cash 0
(9,660)
Cash at beginning of year 0
11,356
------
--------
Cash at end of period $0
$1,696
======
========
Cash paid during the period for:
Interest $0
-6-
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the
Registrant Certified that it has reasonable grounds to believe
that it meets all
requirements for filing on Form 10-QSB, and has duly caused
this Disclosure
Statement to be signed on its behalf by the undersigned.
Dated: August 12, 1996
WALL STREET FINANCIAL
CORPORATION
/s/ Gerhart W. Walch
Principal Executive Officer
-13-
