CLS FINANCIAL SERVICES INC
10-Q, 1997-08-08
FINANCE SERVICES
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                                   UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                     FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended   June 30, 1997
- -----------------------------------------------------------------------
                                       or

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

For the transition period from            to                              
                               ---------     ---------------------------
Commission File Number:              33-85864-LA
- ------------------------------------------------------------------------
                              CLS FINANCIAL SERVICES, INC
- ------------------------------------------------------------------------       
              (Exact name of registrant as specified in its charter)
 WASHINGTON                                                 91-1478196
- ------------------------------------------------------------------------       
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer
Identification No.)
 4720 200th St SW, Suite 200, Lynnwood, WA 98036
- ------------------------------------------------------------------------------
(Address of principal executive offices)          (Zip Code)
         (425) 744-0386
- ------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
   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.                /X/Yes  / /No

                  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
   Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.                                      / /Yes  / /No

                       APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.







<PAGE>

                            CLS Financial Services, Inc
                            Quarterly Report on Form 10-Q
                          For the period ended June 30, 1997


Part I
                                                                           
                                                                         Page
   Item 1:        Financial Statements                                     3

   Item 2:        Managements Discussion & Analysis of Financial Condition &  
                  Result of Operation                                     12


Part II

   Item 1:        Legal Proceedings                                       14

   Item 2:        Change in Securities                                    14

   Item 3:        Defaults upon Senior Securities                          14  
 


   Item 4:        Submission of Matters to a Vote of Security Holders     14

   Item 5:        Other Information                                        14  
 


   Item 6:        Exhibits & Reports on Form 8-K                          14


   Item 7:        Financial Data Schedule                                 16












<PAGE>

                         CLS FINANCIAL SERVICES, INC.
                                BALANCE SHEET
                            JUNE 30, 1997 AND 1996

<TABLE>
<S>                                              <C>            <C>
                                                     1997           1996
ASSETS                                               ----           ----
Cash                                                  $363,906       $139,675
Cash - trust account                                     5,781         39,481
Accrued commission receivable                           15,072         18,777
Accrued interest receivable                             42,796         27,090
Loans receivable -  (note 4)                         2,300,476      3,227,072
Loans receivable - related party (note 8)            2,593,734        136,284
Less allowance for loan losses                         (45,639)       (49,149)
Real estate held for sale                              766,859        685,275
Prepaid expenses                                        21,785         13,327
Other receivables                                       37,843              -
Investments (note 2)                                    47,099         38,523
Office furniture and equipment                         209,620        202,698
Less accumulated depreciation                         (125,124)       (99,117)
                                                      ---------      ---------
     Total Assets                                   $6,234,208     $4,379,936
                                                    ==========     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable                                        22,267         35,616
Accrued wages and benefits                              22,119         26,405
Trust account payable                                    5,781         39,481
Unfunded loan liabilities (note 5)                           -        283,940
Accrued interest payable                                32,399         36,079
Accrued federal income tax                                   -              -
Loans payable (note 6)                               4,015,559      2,677,240
Loan payable related party                             504,556        726,049
Line of credit                                               -              -
Deferred federal income tax                              9,463         25,888
Deferred revenue                                             -              -
                                                      --------      ---------
     Total Liabilities                               4,612,144      3,850,698
                                                     ---------      ---------

STOCKHOLDERS' EQUITY
Common stock, no par value, 500 shares                  10,000         10,000
Common stock, no par value, nonvoting                1,180,467        180,467
Retained earnings                                      394,622        317,242
Net income (loss)                                       36,975         21,529
                                                     ---------       --------

     Total Stockholders' Equity                      1,622,064        529,238
                                                    ----------      ---------
     Total Liabilities & Stockholders' Equity       $6,234,208     $4,379,936
                                                     ========       ========
</TABLE>

<PAGE>
                         CLS FINANCIAL SERVICES, INC.
                    STATEMENT OF INCOME AND RETAINED EARNINGS
                            JUNE 30, 1997 AND 1996

<TABLE>
<S>                                              <C>            <C>
                                                     1997           1996
REVENUES                                             ----           ----
Loan fees                                          $387,516        $344,701
Interest on loans                                   213,172         344,548
Loan servicing and application fees                 175,625          17,105
Other income                                            -            16,864
                                                    -------         -------
                                                    776,313        723,218

OPERATING EXPENSES
Wage and payroll taxes                              300,298        279,813
Commissions and referrals                            50,673         34,491
Interest expense                                    217,510        205,576
Warehouse lending fee                                 4,879              -
Advertising                                          22,380         22,423
Rent                                                 37,467         36,920
Telephone and utilities                               8,489          8,824
Office expense                                       29,149         11,286
License and taxes                                     1,637          3,784
Postage                                               1,803          1,978
Printing                                              1,800          1,945
Credit and title fees                                 8,219          7,912
Professional fees                                     5,357         22,676
Travel, entertainment, promotion                      4,770          1,865
Janitorial and maintenance                            3,640          2,563
Fringe benefits                                      18,386         40,682
Depreciation and amortization                        12,000         12,000
Training and other operating costs                    5,089          4,051
                                                     -------        -------
     Total operating costs                          733,546        698,789

INCOME (LOSS) FROM OPERATIONS                        42,767         24,429
OTHER INCOME (EXPENSE)                                   -              -
                                                     -------        -------

NET INCOME BEFORE PROVISION FOR
FEDERAL INCOME TAX                                      -              -
PROVISION FOR FEDERAL INCOME TAX                      5,792          2,900
                                                     ------         ------
NET INCOME (LOSS)                                    36,975         21,529

RETAINED EARNINGS, beginning of year                394,622        317,242
                                                    --------       --------
RETAINED EARNINGS, ending                          $431,597       $338,771
                                                    =======        =======

</TABLE>                                  

<PAGE>
                          CLS FINANCIAL SERVICES, INC.
                           STATEMENT OF CASH FLOWS
                            JUNE 30, 1997 AND 1996
<TABLE>
<S>                                               <C>                <C>
                                                     1997           1996
                                                     ----           ----
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (loss)                                  $36,975        $21,529
Adjustments to reconcile net income to net cash from operations:
Depreciation and amortization                       12,000         12,000
Allowance for loan losses                               -              -
Deferred income taxes                               (6,680)          7,240
Decrease (increase) in accounts receivable               0           6,044
Decrease (increase) in interest receivable          23,911          (1,585)
Decrease (increase) in prepaid expenses            (10,132)         (7,869)
Increase (decrease) in accounts payable              5,829           4,847
Increase (decrease) in accrued wages and benefits  (17,738)         22,474
Increase (decrease) in other payables              (22,625)         (4,923)
Decrease (increase) in other receivables           (51,529)              -
Decrease (increase) in related party receivable (2,593,734)       (136,824)
                                               -----------         ---------

NET CASH PROVIDED (USED) BY OPERATIONS          (2,623,723)        (77,067)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment                  (6,545)         (4,184)
Increase (decrease) in related party loans         427,007         (29,111)
Decrease (increase) in loans receivable            722,937         518,869
Decrease (increase) in real estate held for sale   (30,871)        (14,947)
Increase (decrease) in loans payable             1,028,898              -
Increase (decrease) in debentures payable                -          62,040
Increase (decrease) in unfunded loan liabilities   (79,879)       (252,457)
Purchase of investments                            (10,078)        (17,350)
Increase (decrease) in line of credit             (150,000)        (80,000)
Increase (decrease) in deferred revenue                  -              -
Increase (decrease) in retained earnings                 -              -
Increase (decrease) in stock issued              1,000,000              -
                                                ----------            --------

NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES 2,901,469          182,860
                                                ----------          --------

NET INCREASE (DECREASE) IN CASH                    277,746          106,353

CASH BALANCE - BEGINNING OF PERIOD                  86,160           33,322
                                                 --------           -------

CASH BALANCE - END OF PERIOD                      $363,906         $139,675
                                                  =======           =======

</TABLE>


<PAGE>
                              CLS FINANCIAL SERVICES
                            NOTES TO FINANCIAL STATEMENTS
                                   UNAUDITED
                                  June 30, 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES OPERATIONS
CLS FINANCIAL SERVICES, INC. is incorporated under the laws of the State of
Washington.  The Company's primary business purpose is to engage in the
brokerage of loans and the purchase and sale of real estate contracts,
mortgages and deeds of trust.  The company is also registered with the State
of Washington to sell securities involving mortgages, trust deeds and real
estate contracts.

ALLOWANCE FOR LOAN AND REAL ESTATE LOSSES
The Company utilizes the allowance method of providing for losses on
uncollectible loans on overvalued real estate.  Specific valuation of
allowances are provided for loans receivable when repayment becomes doubtful
and the amounts expected to be received in settlement of the loan are less
than the amount due. 

Loans are placed in a nonaccrual status when loans become ninety days
delinquent.  Thereafter, no interest is taken into income unless received in
cash or until such time as the borrower demonstrates the ability to resume
payments to principal and interest. Interest previously accrued but not
collected is charged against income at the time the loan is placed on
nonaccrual status.

Valuation allowances are provided for real estate loans held for sale when the
net realizable value of the property is less than its costs.  Foreclosed
assets that are held for sale are carried at the lower of cost (recorded
amount at the date of foreclosure) or fair value less disposition costs. 
Additions to the allowance are charged to expense. 

SALES OF REAL ESTATE
Sales of real estate generally are accounted for under the full accrual
method.  Under that method, gain is not recognized until the collectibility of
the sales price is reasonably assured and the earnings process is virtually
complete.  When a sale does not meet the requirements for income recognition,
gain is deferred until those requirements are met.  

LOAN ORIGINATION AND SERVICING FEES
Loan origination fees and direct loan origination costs are accounted for
under two methods.  For loans held as investment the loan fees and direct
costs are amortized over the life of the loan.  For loans which are held for
sale loan fees and direct costs are not recorded until the loans are sold by
the company.

Loan servicing fees are charged at a flat rate of $250 per loan and $20 per
month over the servicing of the loan.  Loan fees are paid by the borrower. 
Loan fees vary from two up to eight percent depending upon collateral and the
credit history of the borrower. 



<PAGE>

                              CLS FINANCIAL SERVICES
                           NOTES TO FINANCIAL STATEMENTS
                                   UNAUDITED
                                  June 30, 1997


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES cont'd.
TRUST ACCOUNT
The Company holds money in trust for real estate transactions in process.  The
amount held is shown as a current asset and current liability on the balance
sheet.  $38,227 and $18,083 were held in trust at March 31, 1997 and March 31,
1996.

CASH
For purposes of the statement of cash flow, the Company considers all highly
liquid investments with an original maturity of three months or less to be
cash equivalents.

DEPRECIATION
Furniture and equipment is stated at cost and is depreciated using the
straight line method for financial reporting purposes.  Estimated useful lives
are as follows:

   Office Equipment           7 years
   Computer Equipment         5 years

Expenditures for major renewals, additions and betterments which extend useful
lives of property and equipment are capitalized.  Expenditures for maintenance
and repairs are charged to expense as incurred.

FEDERAL INCOME TAX
The Company provides for income taxes based on its income for financial
reporting purposes, which is accounted for using the accrual method.  For
federal income tax purposes, the Company uses the cash method of accounting. 
The Company also records depreciation under two separate methods for financial
reporting and federal tax purposes.  Deferred income taxes are provided
for timing differences created by these two reporting methods.

NOTE 2 - INVESTMENTS
Short term investments consist of marketable securities and are at the lower
of cost or market value.

NOTE 3 - COMMITMENTS
The Company leases office space under terms of an operating lease.  Future
years lease payments under the lease are as follows:

          June 30, 1998            $113,820
          June 30, 1999              75,880
                                   -------
                                   $189,700
                                   =======


<PAGE>

                              CLS FINANCIAL SERVICES
                            NOTES TO FINANCIAL STATEMENTS
                                   UNAUDITED
                                  June 30,1997

NOTE 4 - LOANS RECEIVABLE
Principal payments over the next five years are as follows:

     June  30, 1998         $      118,642
     June  30, 1999              1,661,000
     June  30, 2000                  6,403
     June  30, 2001                192,100
     June  30, 2002                157,691
     June  30, 2003                164,640
                                  ---------
                            $    2,300,476
                                 =========

Types of real and other property securing loan receivable at June 30, 1997
are as follows:
                                                     1997           1996
                                                     ----           ----
Single Family Residential                    $     524,359  $    967,975
Multi Family Residential                                 0       146,404
Commercial Property                              1,635,036       164,224
Undeveloped Land                                   136,220     1,939,667
Automobile                                           4,861         8,802
                                                 ---------      ---------
                                             $   2,300,476  $  3,227,072
                                                 =========     =========

Security positions on loans receivable are as follows:
                                         1997                  1996
                                         ----                  ----
First lien position              $     2,140,328    $     3,007,617
Second lien position                     160,148            164,217
Other                                          -             55,238
                                       ---------          ----------
                                 $     2,300,476        $ 3,227,072
                                       =========          =========
A concentration of credit exists as substantially all of the loans are secured
by real property in the State of Washington.

NOTE 5 - UNFUNDED LOAN LIABILITIES
The unfunded loan liabilities account represents the unfunded portion of loans
which are generally payable to a third party contractor upon certification of
completion of construction or other condition.

Upon completion of the condition the Company funds the remaining portion of
the loans from its line of credit or funds available from the sale of debt
securities.  At June 30, 1997 and 1996 the balance of unfunded loan
liabilities were $0 and $283,940 respectively.
<PAGE>

                              CLS FINANCIAL SERVICES
                            NOTES TO FINANCIAL STATEMENTS
                                  UNAUDITED
                                June  30, 1997


NOTE 6 - LOANS PAYABLE AND DEBENTURES PAYABLE
Loans payable and debenture payable are made up of amounts due to investors
with varying terms.  Obligations on these loans and debentures are classified
as short or long term based upon their maturity dates.

Principal payments on loans and debenture payable are as follows:

     June  30, 1998             $                1,507,346
     June  30, 1999                                313,668
     June  30, 2000                                624,919
     June  30, 2001                                 91,688
     June  30, 2002                                736,077
     June  30, 2003                                 86,438
                                                 ---------
                                $                4,015,559
                                                 =========


The company is registered as a securities broker dealer with the State of
Washington.  As of June  30, 1997 the Company has issued $4,268,762 in
debenture certificates under this program.  Of this total $3,889,391 in
debenture certificates are outstanding at June 30, 1997.

NOTE 7 - LINE OF CREDIT
The Company has a $400,000 line of credit.  The Company pays $1,800 per month
in addition to 12%  interest on funds borrowed.  At June  30,1997 the amount
owing on this line of credit is $00.  The Company also has a $100,000 line of
credit with US Bank.  The interest rate is prime plus 2% on borrowed.  At June
30, 1997 the amount due on this line is $00.  

NOTE 8 - RELATED PARTY TRANSACTIONS
The Stockholders of the Company also own 100% of the stock in Puget Sound
Investment Group, Inc. (PSIG), Puget Sound Appraisal Group, Inc. (PSAG), Puget
Sound Real Estate Services Group, Inc. (PSRESG), and Puget Sound Construction
of Washington, Inc. (PSCW).  The Stockholders and PSIG also own 100%
partnership units of PSIG - ONE LP.











<PAGE>

                              CLS FINANCIAL SERVICES
                           NOTES TO FINANCIAL STATEMENTS
                                   UNAUDITED
                                 June  30, 1997


NOTE 8 - RELATED PARTY TRANSACTIONS cont'd.
PSIG assumes the payment obligations on real estate loans which have gone into
foreclosure. Once a loan has gone into foreclosure the loan interest escalates
and PSIG will collect the higher interest upon disposition of the property. 
These loans are retained by the Company and no revenues are recorded until the
loan balance has been paid.  The Company and PSIG lends funds to each other to
meet short term working capital needs. At June 30, 1997 PSIG owes the company
$2,285,100.  PSIG is charged rent by the Company for office space.  For the
six months ended June  30, 1997 the Company has charged PSIG $3 675.00 for
rent.

PSAG provides appraisal services for loans originated by the Company.  PSAG is
charged rent by the Company for office space. For the six months ended June 
30, 1997 the Company has charged PSAG $3,300 for rent.

PSRESG provides real estate closing services for loans originated by the
Company.  For the six months ending June  30, 1997 the Company has charged
PSRESG $11,550 for rent.

PSCW provides residential repair on properties owned by the affiliate PSIG. 
For the six months ending June 30, 1997 the Company has charged PSCW $1,650
for rent.

NOTE 9 - COMMON STOCK
As of June 30, 1997 Common Stock consists of the following:

Class One - Common Stock
No Par Value, 500 shares
Authorized and outstanding                   $     10,000

Class Two - Common Stock
$1,000 Par Value, 2,500 shares
authorized and outstanding 1180 1/2 shares      1,180,500
                                                 ---------

Total Common Stock issued and outstanding      $1,190,500
                                                =========


Class One common stock has non cumulative voting rights.

Class Two common stock has no voting rights or conversion privileges.  Class
Two shares have preference as to dividend distributions to the extent of 80%
of dividend distributions paid and preference upon dissolution to the extent
of book value attributable to Class Two capital contributions.


<PAGE>
Part 1
Item 2         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATION
PLAN OF OPERATION AND LIQUIDITY
The sale of debenture investments combined with principal payments on loan
receivable provide the source of funds to invest in loans receivable.  For the
six months ended June 30, 1997 sale of debentures under the SB-2 registration
approved May 3, 1996 were $1,665,020.  The company has no nonearning assets at
this time primarily due to a major emphasis on collection policies by
management.  Available liquidity will dictate the volume of loan purchases
that may be acquired by the Company.

The interest received on loans and funding fees provide the funds necessary to
pay the expenses and interest due to investors on debenture purchases. The
company manages its cash by reselling the loans to other investors in order to
recapture the original debenture investment which will in turn be used again
to fund other loans.  The company expects to continue the present cash
management procedures for the foreseeable future.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The quarter ended June 30, 1997 also reflects a net income of $36,975, an
increase of $15,446 over last year's net income of the same period.  Set forth
below are the key results from operation for the quarter ended June 30, 1997
and June 30, 1996.

1. THE COMPANY MET ITS OBLIGATION TO THE INVESTORS FOR THE QUARTER ENDED
   JUNE 30, 1997 AND JUNE 30, 1996.
The company strives to be investor oriented, servicing the investor is of
utmost importance, timely payments to the investor is a standard operating
procedure, all investors received interest and/or principal payments as
agreed.

2. THE SALE OF DEBENTURE INVESTMENTS AND LOAN RECEIVABLE TO INVESTORS PROVIDES
THE FUNDS NECESSARY TO FUND MORE LOANS.
Total loans receivable (including related party) increased by 31%, as a direct
result of the sale of debenture investments and loans receivable.  Management
expects this trend to continue with the subsequent sale of more debentures and
loans receivable.  Management expects loan growth to increase to 10% average
over 1997.

3. REVENUES INCREASE
Total revenues for the quarter ended June 30, 1997 increased by $53,095, a 7%
rise over quarter end June 30, 1996.  A major focus has been placed on revenue
generation (i.e. hiring more sales staff, etc.).  The subsequent loan volume
has increased by the direct focus on loan volume, both brokered and in-house
lending.  This is evidenced by the current loans in process since June 30,
1997.  The company's principle performance objective is to provide an annual
increase in net income.

4. TYPE OF PROPERTY SECURING LOANS RECEIVABLE HAS CHANGED.
As of June 30, 1997, 94% of loans receivable portfolio was secured by a first
lien on real property.  Management projects that a continued high percentage
of loans will be secured in this manner.

<PAGE>
5. ALLOWANCE FOR LOAN LOSSES DECREASED 1% FOR THE SIX MONTHS ENDED JUNE 30,
1997.  Actual losses charged against the allowance for periods ending June 30,
1997 and June 30, 1996 were 0 and 0 respectively.  Management reviews each
delinquent loan receivable and real estate property held for sale to determine
if a specific provision in the allowance for losses is needed. Management uses
a systematic approach to evaluate the need for general allowances based
upon portfolio performance, industry trends, economic conditions, and
historical trends.

6. TOTAL EXPENSES INCREASED BY 5% FOR THE SIX MONTHS ENDED JUNE 30, 1997.
Total expenses ending June 30, 1997 increased by $34,757 from June 30, 1996. 
This was largely due to increases in salaries and employer taxes relating to
the increase in sales staff.

RETURN ON ASSETS, EQUITY, AND EQUITY TO ASSETS RATIO
The following net returns were realized during the six months ended June 30,
1997 and June 30, 1996.  
Six months ended June 30                    1997               1996
Return on assets
(net income divided by average total asset)  .69%                .41%
Return on equity
(net income divided by average equity)      3.43%                .33%
Equity to assets
(average equity divided by average assets  40.53%               1.22%
PLAN OF OPERATION THROUGHOUT THE YEAR
The company is committed to continue to offer debentures and loan receivable
for sale to the public for the foreseeable future. Management expects loan
growth through the sale of these items to increase conservatively by 10%.
The company expects to repay the debenture investments as they mature with
maturing loans receivable that are tied exclusively to this debenture offering
notes.

The company has been able to invest primarily all available funds through
loans receivable.  The company expects to continue to acquire similar loans in
the future.  Loan purchases will be limited by available liquidity as
discussed in "Plan of Operation and Liquidity".  Some of the available funds
for loan receivable have temporarily routed to a related party.  This loan is
scheduled to be repaid by December 31, 1997.  The loan is directly tied to
real estate owned and is secured by a 1st lien on these properties.  The sale
of these properties has already begun with subsequent sales in July.  These
sales will repay 33% of this loan receivable by 7/31/97.  Other sales are
promising as the market for these properties is very good.

The company actively pursues delinquent accounts and immediately sells any
foreclosed property thus having no nonearning receivables.  Management's
strategy and policy has been to retain loans with a loan to value ratio of no
more than 65%. Every effort is made to assure profitability even in the event
of a foreclosure sale.

The company forecasts a stable demand for its services in the foreseeable
future, evidenced by the daily loan inquiries, portfolio performance,
subsequent loans booked after June 30, 1997 and the attractive real estate
market in which the company services.

<PAGE>
UNCERTAINTIES
The principle competition for investors' funds due to change in market rates
may result in investors choosing to change their portfolios when it comes to
loan receivable purchases.  This does not affect the debenture securities
because they are for a preset period of time.

The loan portfolio consists of loans with maturities of one to three years. 
As loans mature and balloon payments are paid, new loans are expected to be
funded at present market rates.  It is possible that a one to three year lag
could occur before the overall average of the portfolio's interest rate
increased after a rise in market rates.

Part 2
Item 1    LEGAL PROCEEDINGS

The company is not presently involved nor does it expect to be involved in any
legal proceeding, excepting collection action on loans that are in default. 
Since the company is involved in purchasing loans secured by real property, it
will, by its nature, always be involved in collection activities to enforce
collection on past due accounts, including but not limited to judicial and
nonjudicial foreclosure on deeds of trust, and mortgage foreclosures.  Counsel
for the Company is of the opinion that collection actions on delinquent
accounts does not constitute pending or threatening litigation under Financial
Accounting Standard Board Opinion Number 5 (FASB 5) and is properly
categorized as routine litigation incidental to its business.

ITEM 2    CHANGES IN SECURITIES

None

ITEM 3    DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5    OTHER INFORMATION

None

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number    Exhibit

27        Financial Data Schedule


The company did not file any reports on Form 8-K in the second quarter of
1997.


<PAGE>

                                Signatures

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.

CLS FINANCIAL SERVICES, INC
Registrant






/S/Gerald C. Vanhook                                    July 21,1997
- ----------------------------                            ------------
Gerald C. Vanhook, President                            Date


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                 <C>
<PERIOD-TYPE>       6-MOS
<FISCAL-YEAR-END>                      DEC-31-1997
<PERIOD-START>                         JAN-01-1997
<PERIOD-END>                           JUN-30-1997
<CASH>                                 363,906
<SECURITIES>                            47,099
<RECEIVABLES>                        4,894,210
<ALLOWANCES>                           (45,639)
<INVENTORY>                                  0
<CURRENT-ASSETS>                     5,382,853
<PP&E>                                 976,479
<DEPRECIATION>                        (125,124)
<TOTAL-ASSETS>                       6,234,208
<CURRENT-LIABILITIES>                  596,585
<BONDS>                              4,015,559
                        0
                                  0
<COMMON>                             1,190,467
<OTHER-SE>                             431,597
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