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 SEPTEMBER 30, 1996 ---------------------------------------------- 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 (I.R.S. Employer Identification No.) incorporation or organization) 4720 200th St. SW Suite 200, Lynnwood, WA 98036 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (206)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 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. 1 CLS Financial Services, Inc Quarterly Report on Form 10-Q For the Period Ended September 30, 1996 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...............................15 Item 4: Submission of Matters to a Vote of Security Holders..............................................15 Item 5: Other Information.............................................15 Item 6: Exhibits & Reports on Form 8-K................................15 2 CLS FINANCIAL SERVICES, INC BALANCE SHEET UNAUDITED Sept 30, 1996 AND 1995 ASSETS 1996 1995 ------------------- ------------------- CURRENT ASSETS Cash $30,686 $812,455 Cash-Trust Acct 29,510 20,653 Accrued Comm Receivable 119,278 35,857 Accrued Int. Receivable 21,188 23,855 Loans Receivable-held for sale(Note 4) 980,285 1,187,217 Loans Receivable-held for investment (Note 4) 457,200 431,700 Loans Receivable-related party(Note 5) 730,439 112,381 Real Estate held for Sale 716,479 618,557 Prepaid Expenses 8,810 5,928 Other Receivables 7,705 4,510 Investments(Note 2) 41,269 16,134 ------------------- ------------------- Total Current Assets $3,142,849 $3,269,247 OTHER ASSETS Office Furniture and equipment $203,076 $199,407 Computer equipment 0 0 Less Accum. Depreciation (105,117) (78,614) Loans Receivable-held for investment (Note 4) 795,993 920,200 Less allowance for loan losses & fee holdback (49,149) (14,106) ------------------- ------------------- Total Other Assets $844,803 $1,026,887 Total Assets $3,987,652 $4,296,134 ------------------- ------------------- ------------------- ------------------- UNAUDITED 3 CLS FINANCIAL SERVICES, INC BALANCE SHEET UNAUDITED SEPT 30, 1996 AND 1995 LIABILITIES AND STOCKHOLDERS EQUITY 1996 1995 ------------------- ------------------- CURRENT LIABILITIES Accounts Payable $13,920 $7,827 Accrued Wages and benefits 5,211 17,404 Trust Account Payable 34,549 20,653 Unfunded loan liabilities(Note 5) 0 459,561 Accrued interest payable 32,614 40,338 Accrued federal income tax 18,648 3,091 Current portion of capitalized lease 0 0 Current portion of loan payable 48,315 41,919 Current portion of debentures payable(Note 6) 1,139,484 278,030 Loan payable related party 437,739 739,212 Line of Credit 175,000 0 ------------------- ------------------- Total Current Liabilities $1,905,480 $1,608,035 OTHER LIABILITIES Loans Payable-long term(Note 6) $194,984 $252,067 Debentures payable-long term(Note 6) 1,250,704 1,985,543 Deferred federal income tax 0 511 Deferred Revenue on discounted note 0 0 ------------------- ------------------- Total Other Liabilities $1,445,688 $2,238,121 STOCKHOLDERS' EQUITY Common Stock,no par value,500 shares authorized $10,000 $10,000 Common Stock, no par value, nonvoting 180,467 180,467 Retained Earnings 317,242 224,255 YTD Net Income 128,775 35,256 ------------------- ------------------- Total Stockholders Equity 636,484 449,978 ------------------- ------------------- Total Liabilities and stockholders' equity $3,987,652 $4,296,134 ------------------- ------------------- ------------------- ------------------- UNAUDITED 4 CLS FINANCIAL SERVICES, INC STATEMENT OF INCOME AND RETAINED EARNINGS UNAUDITED FOR THE NINE MONTHS ENDING SEPT 30, 1996 AND 1995 1996 1995 --------------- --------------- REVENUES Loan fees $610,110 $541,410 Interest on Loans 496,949 540,183 Loan Servicing and application Fees 76,317 56,438 Other Income 44,866 35,807 Gain on sale of property 0 95,000 --------------- --------------- Total Revenue 1,228,242 1,268,838 --------------- --------------- OPERATING EXPENSES Wages and payroll taxes 459,287 583,810 Commissions and referrals 80,691 88,438 Interest Expense 286,477 291,642 Warehouse Lending Fee 11,290 0 Advertising 36,852 27,327 Rent 55,702 50,542 Telephone and Utilities 12,894 17,377 Office Expense 23,278 20,796 License and Taxes 3,991 3,770 Postage 3,541 4,790 Printing 3,191 2,660 Credit and title fees 13,837 21,068 Professional fees 23,372 35,754 Travel, entertainment, promotion 3,473 3,570 Janitorial and maintenance 3,919 5,294 Fringe Benefits 51,408 43,875 Depreciation and Amortization 18,000 18,000 Training and other operating costs 2,464 2,769 --------------- --------------- Total operating costs 1,093,667 1,221,482 --------------- --------------- INCOME FROM OPERATIONS 134,575 47,356 OTHER INCOME (EXPENSE)-NET 0 0 --------------- --------------- NET INCOME BEFORE PROVISION FOR FEDERAL INCOME TAX 134,575 47,356 PROVISION FOR FEDERAL INCOME TAX Current 5,800 12,100 Deferred --------------- --------------- Net Income Tax 5,800 12,100 NET INCOME 128,775 35,256 RETAINED EARNINGS, beginning of year 317,242 224,255 --------------- --------------- RETAINED EARNINGS, end of year $ 446,017 $ 259,511 --------------- --------------- --------------- --------------- UNAUDITED 5 CLS FINANCIAL SERVICES, INC COMPARATIVE STATEMENT OF CASH FLOWS UNAUDITED FOR THE NINE MONTHS ENDING SEPT 30, 1996 AND 1995 1996 1995 ------------------- ------------------- CASH FLOW FROM OPERATING ACTIVITIES: Net Income $128,775 $35,256 Adjustments to reconcile net income to net cash from operations: Depreciation and amortization 18,000 18,000 Allowance for loan losses 30,675 0 Deferred Income Taxes 0 0 Decrease(increase) in accounts receivable (94,458) (18,406) Decrease(increase) in interest receivable 4,317 (6,969) Decrease(increase) in prepaid expenses (3,352) (823) Increase(Decrease) in accounts payable (15,120) (479) Increase(Decrease) in accrued wages and benefits 1,280 (9,387) Increase(Decrease) in interest payable (8,388) 12,189 Increase(Decrease) in other payables 0 (8,609) Decrease(Increase) in other receivables (7,705) (4,510) Decrease(increase) in Related Party Receivable (580,439) (112,381) ------------------- ------------------- NET CASH PROVIDED(USED) BY OPERATIONS (526,415) (96,119) ------------------- ------------------- CASH FLOW FROM INVESTING ACTIVITIES: Purchase of property and equipment (4,562) (14,419) Increase(decrease) in related party loans (317,421) 342,643 Decrease(Increase) in loans receivable 1,330,059 6,719 Decrease(Increase) in real estate held for sale (46,151) (1,739,590) Increase(decrease) in loans payable 26,479 (4,495) Increase(decrease) in debentures payable (8,192) 144,965 Increase(decrease) in unfunded loan liabilities (531,337) (22,861) Purchase of investments (20,096) (10,744) Increase(decrease) in Line of Credit 95,000 0 Increase(Decrease) in Deferred Revenue 0 0 Increase(decrease) in Retained Earnings 0 0 Increase(Decrease) in Stock Issued 0 1,556,500 ------------------- ------------------- NET CASH PROVIDED(USED) IN INVESTING ACTIVITIES 523,779 258,718 CASH FLOWS FROM FINANCING ACTIVITIES: Payment of capital leases 0 0 ------------------- ------------------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 0 0 ------------------- ------------------- NET INCREASE(DECREASE) IN CASH (2,636) 162,599 CASH BALANCE-BEGINNING OF PERIOD 33,322 649,856 ------------------- ------------------- CASH BALANCE-END OF PERIOD $30,686 $812,455 ------------------- ------------------- ------------------- ------------------- UNAUDITED 6 CLS FINANCIAL SERVICES NOTES TO FINANCIAL STATEMENTS UNAUDITED September 30, 1996 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES OPERATIONS C.L.S. 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. 7 CLS FINANCIAL SERVICES NOTES TO FINANCIAL STATEMENTS UNAUDITED September 30, 1996 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. $29,510 and $20,653 were held in trust at September 30, 1996 and September 30, 1995. 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: September 30, 1997 $113,820 September 30, 1998 113,820 September 30, 1999 45,877 -------- $273,517 -------- -------- 8 CLS FINANCIAL SERVICES NOTES TO FINANCIAL STATEMENTS UNAUDITED September 30, 1996 NOTE 4 - LOANS RECEIVABLE Loans receivable - held for investment are classified as short term or long term based upon their maturity date. Loans receivable - held for sale are classified as short term. Principal payments over the next five years are as follows: September 30, 1997 $1,150,177 September 30, 1998 559,018 September 30, 1999 156,656 September 30, 2000 0 September 30, 2001 367,625 --------- 2,233,477 --------- --------- Types of real and other property securing loan receivable at September 30, 1996 and 1995 are as follows: 1996 1995 Single Family Residential $ 890,747 $ 915,684 Multi-Family Residential 36,407 57,200 Commercial Property 164,088 593,162 Undeveloped Land 1,133,483 961,582 Automobile 7,868 11,489 Unsecured 884 0 --------- --------- 2,233,477 2,539,117 --------- --------- --------- --------- Security positions on loans receivable are as follows: First lien position $2,080,299 $2,496,195 Second lien position 152,294 42,922 Other 0 Unsecured 884 --------- --------- 2,233,477 $2,539,117 ------------------------ ------------------------ 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 September 30, 1996 and 1995 the balance of unfunded loan liabilities were $0 and $459,561 respectively. 9 CLS FINANCIAL SERVICES NOTES TO FINANCIAL STATEMENTS UNAUDITED September 30, 1996 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: September 30, 1997 $1,187,799 September 30, 1998 759,650 September 30, 1999 534,038 September 30, 2000 152,000 --------- 2,633,487 --------- --------- The company is registered as a securities broker dealer with the State of Washington. As of September 30, 1996 the Company has issued $2,594,609 in debenture certificates under this program. Of this total $2,390,188 in debenture certificates are outstanding at September 30, 1996. NOTE 7 - DEBENTURE INTEREST EARNED The company's interest profits on loans funded by the pool of debenture investments are as follows: December 31, 1992 $ (3,989) December 31, 1993 (45,999) December 31, 1994 30,781 December 31, 1995 106,236 September 30, 1996 38,035 -------- $125,064 -------- -------- NOTE 8 - 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 September 30, 1996 the amount owing on this line of credit is $75,000. The Company also has a $100,000 line of credit with US Bank. The interest rate is prime plus 2% on borrowed. At September 30, 1996 the amount due on this line is $100,000. NOTE 9 - 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. (PSREG), and Puget Sound Construction of Washington, Inc. (PSCW). The Stockholders and PSIG also own 100% partnership units of PSIG - ONE LP. 10 CLS FINANCIAL SERVICES NOTES TO FINANCIAL STATEMENTS UNAUDITED September 30, 1996 NOTE 9 - 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 September 30, 1996 the Company owes PSIG $0. PSIG is charged rent by the Company for office space. For the nine months ended September 30, 1996 the Company has charged PSIG $5,512.50 for rent. PSAG provides appraisal services for loans originated by the Company. PSAG is charged rent by the Company for office space. For the nine months ended September 30, 1996 the Company has charged PSAG $4,950 for rent. PSREG provides real estate closing services for loans originated by the Company. For the nine months ending September 30, 1996 the Company has charged PSREG $17,325 for rent. PSCW provides residential repair on properties owned by the affiliate PSIG. For the nine months ending September 30, 1995 the Company has charged PSCW $2,475 for rent. NOTE 10 - COMMON STOCK As of September 30, 1996 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 180 1/2 shares $180,500 -------- Total Common Stock issued and outstanding $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. 11 PART I 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 nine months ended September 30, 1996 sale of debenture under the SB-2 registration approved May 3, 1996 were $152,000.00 and in the prior registration $2,238,188 were outstanding. The Company has no nonearning assets at this time primarily due to the 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 the interest due to investors on debenture purchases. The Company manages it's cash by reselling the loans to other investors in order to recapture the original debenture investment which will then 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 Company has remained profitable. As of September 30, 1996 the Company reports net income in the amount of $128,775.00 versus September 30, 1995 of $35,256.00. Set forth below are the key results from operation for quarter ending September 30, 1996 and September 30, 1995. 1. THE COMPANY MET IT'S OBLIGATIONS TO THE INVESTORS FOR QUARTER ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995. The Company met it's obligation to the investor for quarters ended September 30, 1995 and September 30, 1996. The Company's principle performance objective is to provide a annual increase in net income. 2. THE SALE OF DEBENTURE INVESTMENTS AND LOAN RECEIVABLE TO INVESTORS PROVIDED THE FUNDS NECESSARY TO FUND MORE LOANS. Total loans receivable (including related party) increased by 10%, as a direct result of the sale of debenture investments and loans receivable. Management expects this trend to continue with the new debenture offering now open, as well as a large investor base purchasing loans receivable. Management projects loan growth will be 10% to 15% throughout the year. 3. REVENUES INCREASE. Total Revenues for the quarter ended September 30, 1996 were $1,228,242.00 and increase of 4% over quarter ended September 30, 1995 (excluding the gain on sale of property of $95,000. in 1995). Management expects this trend to continue throughout 1996. 12 4. TYPE OF PROPERTY SECURING LOANS RECEIVABLE HAVE CHANGED. As of September 30, 1996 and September 30, 1995, 92% and 99% respectively, of the loans in the portfolio were secured by first liens on real property. Management projects that a continued high percentage of loans will be secured by a first lien on real property. 5. ALLOWANCE FOR LOAN LOSSES INCREASED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Actual losses charged against the allowance for periods September 30, 1996 and September 30, 1995 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 FOR THE NINE MONTHS ENDED SEPTEMBER 30,1996 AS COMPARED TO SEPTEMBER 30, 1995. Total expenses ending September 30, 1996 decreased by $127,815.00 from September 30, 1995. This was largely due to a decrease in salaries payable and the Company policy to adhere to budget guidelines preset at the beginning of the year. RETURN ON ASSETS, EQUITY, AND EQUITY TO ASSETS RATIO The following net returns were realized during the nine months ended September 30, 1996 and September 30, 1995. Nine Months Ended September 30 1996 1995 ----------------- Return on Assets (net income divided by average total assets) 3.11% .56% Return on Equity (net income divided by average equity) 23.70% 9.84% Equity to Assets (Average equity divided by average assets) 13.12% 6.04% 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 by 15%. The Company expects to repay the debenture investments as they mature with maturing loans receivable that are tied to these debenture offering notes. The Company has been able to invest primarily all available funds through loan receivable. The Company expects to be able 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". 13 Because the Company actively pursues delinquent accounts and sells all foreclosed property, nonearning loans receivable are minimal. The Company forecasts a stable demand for it's services in the foreseeable future, evidenced by the daily loan inquiries, portfolio performance and subsequent loans booked after September 30, 1996. Management expects revenues to increase further during 1996. This increase is expected because of subsequent loans booked after September 30, 1996 and loans receivable in process. Managements 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. 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 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 portfolios interest rate increased after a rise in market rates. PART II 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 14 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 a) There are no exhibits attached to this report, no prior exhibits were filed. b) The Company did not file any reports on Form 8-K in the third quarter of 1996. 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 - ------------------------------ --------------------------------- Gerald C. Vanhook, President Date 15