================================================================================
- --------------------------------------------------------------------------------


                       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 period ended

                                 March 31, 1998

         [   ]     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: 1-8984

                              WEDGESTONE FINANCIAL
             (Exact Name of Registrant as Specified in its Charter)

   Massachusetts                                                04-26950000
(State or other jurisdiction                                 (I.R.S. Employer
 of incorporation)                                        Identification Number)



                            5200 N. Irwindale Avenue
                                    Suite 168
                           Irwindale, California 91706
                                 (818) 338-3555

          (Address, including zip code and telephone number, including
             area code of registrant's principal executive offices)

                           ---------------------------




Indicate by check mark whether the registrant has (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 such shorter period that the registrant was required
to file such  reports and (2) has been  subject to filing  requirements  for the
past 90 days.

        [ X ]  Yes                                           [   ]   No

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  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.

        [ X ]   Yes                                          [   ]   No

As of May 13, 1998, 21,885,668 shares of beneficial interest were outstanding.


- --------------------------------------------------------------------------------
================================================================================



                       WEDGESTONE FINANCIAL & SUBSIDIARIES





                                TABLE OF CONTENTS

                                                                            Page
PART I   FINANCIAL INFORMATION

   Item 1   Financial Statements
            Consolidated Balance Sheets - March 31, 1998 (unaudited) and
            December 31, 1997..................................................2

            Consolidated Statements of Income (unaudited) for
            the Three Months Ended March 31, 1998 and 1997.....................3

            Consolidated Statements of Shareholders' Equity (unaudited) for
            the Three Months Ended March 31, 1998 and 1997.....................4

            Consolidated Statements of Cash Flows (unaudited) for
            the Three Months Ended March 31, 1998 and 1997.....................5

            Notes to Unaudited Consolidated Financial Statements...............6

   Item 2   Management's Discussion and Analysis of Financial Condition
            and Results of Operations..........................................7



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 Matters to a Vote of Security Holders...............11

   Item 5   Other Information.................................................11

   Item 6   Exhibits and Reports on Form 8-K..................................11



Signatures....................................................................12



                                       -1-





                                                WEDGESTONE FINANCIAL AND SUBSIDIARIES
                                                     CONSOLIDATED BALANCE SHEETS

                                             As of March 31, 1998 and December 31, 1997

                                             (Amounts in Thousands - except share data)


                                                                                                     (Unaudited)
ASSETS                                                                                                   1998                1997
                                                                                                       --------            --------
                                                                                                                          
Current Assets:
Cash                                                                                                   $  1,162            $    902
Accounts and other receivables - (net of allowances of $410 and $344
     in 1998 and 1997, respectively)                                                                      7,530               8,751
Inventories                                                                                               6,104               5,983
Prepaid expenses and other current assets                                                                   720                 654
Deferred income taxes                                                                                       842               1,107
                                                                                                       --------            --------
     Total Current Assets                                                                                16,358              17,397
                                                                                                       --------            --------

Real estate acquired by foreclosure - net                                                                   176                 176
Property, plant and equipment - net                                                                       3,284               3,342
Goodwill                                                                                                     76                  87
Deferred income taxes                                                                                     1,420               1,420
Other assets                                                                                                121                 121
                                                                                                       --------            --------
                                                                                                          5,077               5,146
                                                                                                       --------            --------

     Total Assets                                                                                      $ 21,435            $ 22,543
                                                                                                       ========            ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Revolving credit line and current portion of long-term debt                                            $    558            $  2,194
Accounts payable                                                                                          5,782               4,488
Accrued payroll and related expenses                                                                        749                 809
Other accrued expenses                                                                                    1,479               1,395
                                                                                                       --------            --------
     Total Current Liabilities                                                                            8,568               8,886

Long-term debt                                                                                            3,739               5,364
                                                                                                       --------            --------
     Total Liabilities                                                                                 $ 12,307            $ 14,250

Commitments and contingencies

Shareholders' Equity:
Shares of Beneficial Interest-par value
     $1.00 per share:  authorized - unlimited shares:
     issued and outstanding - 21,885,668 shares                                                          21,886              21,886
Additional paid-in capital                                                                               31,396              31,396
Notes receivable from shareholders                                                                       (1,821)             (1,772)
Accumulated deficit                                                                                     (42,333)            (43,217)
                                                                                                       --------            --------
     Total Shareholders' Equity                                                                           9,128               8,293
                                                                                                       --------            --------

     Total Liabilities and Shareholders' Equity                                                        $ 21,435            $ 22,543
                                                                                                       ========            ========

<FN>
                                           See notes to consolidated financial statements.
</FN>


                                                                 -2-





                      WEDGESTONE FINANCIAL AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

               For the Three Months Ended March 31, 1998 and 1997

                                   (Unaudited)

                 (Amounts in Thousands - except per share data)


                                                            1998          1997
                                                          --------     --------
Net sales                                                 $ 15,138     $ 11,556
Cost of sales                                                9,836        7,807
                                                          --------     --------
Gross profit                                                 5,302        3,749

Selling, general and administrative expenses                 3,857        3,464
                                                          --------     --------
Operating income                                             1,445          285

Goodwill amortization                                           11           11
Other expense (income)                                        --           (418)
Interest expense                                               130          285
                                                          --------     --------
Income before taxes                                          1,304          407
Provision for income taxes                                     420          145
                                                          --------     --------

Net income                                                $    884     $    262
                                                          ========     ========

Net income per share of beneficial interest
Basic and fully diluted                                   $    .04     $    .01
                                                          ========     ========

Weighted average number of shares outstanding               21,886       21,886
                                                          ========     ========

                 See notes to consolidated financial statements.

                                       -3-





                                        WEDGESTONE FINANCIAL AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                 FOR THE THREE MONTHS ENDED MARCH 31, 1998 and 1997
                                                     (Unaudited)
                                               (Amounts in Thousands)


                                                                   Additional
                                             Shares of Beneficial    paid-in    Shareholder   Accumulated
                                                   Interest          capital       Loans        deficit     Total
                                            ------------------------------------------------------------------------
                                              Shares     Amount

                                                                                          
Balance at December 31, 1996                 21,886     $  21,886    $ 31,396                  $ (46,163)   $  7,119
Net income                                                                                           262         262
                                            --------    ---------    --------                  ----------   --------
Balance at March 31, 1997                     21,886    $  21,886    $ 31,396                  $ (45,901)   $  7,381
                                            ========    =========    ========                  ==========   ========
Balance at December 31, 1997                  21,886    $  21,886    $ 31,396     $ (1,772)    $ (43,217)   $  8,293

Interest earned on shareholder notes                                                   (49)                      (49)
Net income                                                                                           884         884
                                            --------    ---------    --------     ----------   ----------   --------
Balance at March 31, 1997                     21,886    $  21,886    $ 31,396     $ (1,821)    $ (42,333)   $  9,128
                                            ========    =========    ========     ==========   ==========   ========

<FN>
                                   See notes to consolidated financial statements.
</FN>


                                                         -4-




                      WEDGESTONE FINANCIAL AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               For the Three Months Ended March 31, 1997 and 1996

                                   (Unaudited)

                             (Amounts in Thousands)

                                                              1998        1997
                                                             -------    -------
Cash Flows from Operating Activities:
Net income                                                   $   884    $   262
     Adjustments to reconcile net income to net
       cash provided by (used in) operating activities:
         Depreciation and amortization                           210        208
     Gain on sale of real estate                                --         (418)
     Deferred income taxes                                       265        129
     Deferred interest                                           (49)      --
     Changes in operating assets and liabilities:
         Accounts and other receivables                        1,221        898
         Inventories                                            (121)      (395)
         Prepaid expenses and other current assets               (66)        43
         Accounts payable                                      1,294         77
         Accrued payroll and related expenses                    (60)      (150)
         Other accrued expenses                                   84        (50)
         Other assets                                           --           26
                                                             -------    -------
       Net cash provided by operating activities               3,662        630
                                                             -------    -------

     Cash Flows from Investing Activities:
         Proceeds from sale of real estate                      --        1,328
         Capital expenditures                                   (141)      (233)
                                                             -------    -------
     Net cash provided by (used in) investing activities        (141)     1,095
                                                             -------    -------

     Cash Flows from Financing Activities:
         Borrowings of term debt                                --          841
         Repayments of term debt                                (139)      (110)
         Net borrowings (repayments) on revolving debt        (3,122)    (1,220)
                                                             -------    -------
     Net cash used in financing activities                    (3,261)      (489)
                                                             -------    -------

     Net increase in cash                                        260      1,236

     Cash at beginning of period                                 902        344
                                                             -------    -------
     Cash at end of period                                   $ 1,162    $ 1,580
                                                             =======    =======

                See notes to consolidated financial statements.

                                       -5-





                      WEDGESTONE FINANCIAL AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

               For the Three Months Ended March 31, 1996 and 1995


NOTE 1.     Background and Basis of Presentation

         Background - Wedgestone  Financial  ("Wedgestone" or the "Company") was
formed in 1980 as a real  estate  investment  trust  ("REIT")  and, on August 9,
1991, filed for bankruptcy.  Wedgestone's  plan of  reorganization  (the "Plan")
became effective on August 3, 1992.

          Wedgestone,  since emerging from bankruptcy in 1992,  manufactures and
distributes automotive aftermarket products for the light duty truck market. Its
principal products include rear bumpers; tubular products such as grille guards,
push bars, and step rails; and various other related aftermarket  products.  The
Company's  automotive  products are marketed in traditional,  original equipment
and retail  automotive  aftermarkets.  The  Company  manufactures  and sells its
products at two locations in  California,  and one in Minnesota.  Sales are also
made from distribution centers in Texas and Utah.

         Basis of Presentation and Principles of Consolidation  The consolidated
financial  statements  include the accounts of  Wedgestone  and its wholly owned
subsidiaries.  All significant intercompany transactions have been eliminated in
consolidation.

         The financial  statements included in this Form 10-Q have been prepared
by the Company,  without  audit,  pursuant to the rules and  regulations  of the
Securities and Exchange Commission. 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.  These financial statements should be read in conjunction
with the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997.

         The results of operations for the interim  periods shown in this report
are not necessarily indicative of results to be expected for the fiscal year. In
the  opinion of  management,  the  information  contained  herein  reflects  all
adjustments  necessary to make the results of operations for the interim periods
a fair statement of such operations.

         Income/Loss Per Share of Beneficial Interest - During 1997, the Company
adopted Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per
Share.   The  Statement   replaces  the  presentation  of  primary  EPS  with  a
presentation  of basic EPS, which excludes  dilution and is computed by dividing
income available to shareholders of beneficial  interest by the weighted average
number of shares  outstanding  for the period.  The Statement  also requires the
dual  presentation of basic and diluted EPS on the face of the income  statement
for all entities with complex capital  structures and requires a  reconciliation
of the numerator and  denominator of the basic EPS  computation to the numerator
and denominator of diluted EPS computation. Diluted EPS is computed similarly to
fully  diluted EPS  pursuant to APB Opinion No. 15. The adoption of SFAS No. 128
did  not  have  an  effect  on  the  Company's  financial  statements  as  other
potentially  dilutive securities issued in 1997 were not dilutive.  In addition,
it was not necessary to restate prior periods presented.


NOTE 2.     Inventories

         Inventories consist of the following: (In Thousands)

                                               March 31,    December 31,
                                                 1998           1997
                                               -------         -------
         Finished goods                        $ 3,534         $ 3,056
         Work in progress                        1,577           1,528
         Raw materials                           1,367           1,531
                                               -------         -------
                                                 6,478           6,115
         Less allowances                          (374)           (132)
                                               -------         -------
                                               $ 6,104         $ 5,983
                                               =======         =======

                                       -6-





Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Background:

         On June 15, 1992,  Wedgestone  acquired St. James Automotive Corp. This
subsidiary  manufactures  and sells tubular  products for the  light-duty  truck
market such as grille  guards,  push bars and step bars.  On November  18, 1994,
Wedgestone  acquired the Automotive Segment of Standun,  Inc.  ("Standun") which
consisted of Sigma and the Fey Automotive  Products division.  The assets of the
Fey division,  which included the stock of Sigma,  were merged into Wedgestone's
wholly owned  subsidiary Fey Automotive  Products,  Inc. In conjunction with the
acquisition of the Automotive  Segment of Standun,  Wedgestone placed St. James,
Fey and  Sigma  under the  common  ownership  of its  wholly  owned  subsidiary,
Wedgestone  Automotive.   Collectively,   these  companies  comprise  Wedgestone
Automotive.

         On January 5, 1995,  Wedgestone  Automotive,  through its wholly  owned
subsidiary Hercules Automotive Products,  Inc. acquired substantially all of the
assets of Hercules  Bumpers,  Inc.,  a Georgia  company.  This  acquisition  was
intended to provide access to a new business segment for Wedgestone  Automotive.
The segment, known as dealer direct,  involves the sale of rear step bumpers for
light-duty  trucks to new  vehicle  dealers  as an  alternative  to the  factory
supplied bumper.  Hercules  Bumpers,  Inc., was the largest domestic supplier in
this dealer direct segment offering dealers a line of specialty bumpers.  During
1994, a major OE manufacturer initiated a program to secure a greater portion of
rear step bumper sales. The program, which involved severe price competition and
program buying,  eroded a substantial portion of Hercules' sales base and placed
Hercules in a loss  position for the fourth  quarter of 1995. In response to the
likely prospect of continued losses,  Wedgestone Automotive ceased manufacturing
operations  at  Hercules  on March 5, 1996.  In a further  decision to exit this
segment, Wedgestone Automotive sold its ownership in Hercules to MBC Corporation
for $1.00 and the assumption of certain debt and other liabilities approximating
$4.5 million pursuant to a Stock Purchase  Agreement.  The Pelham  manufacturing
plant along with its inventory and accounts  receivable  constituted  all of the
material assets of Hercules.

         The Company operates solely within the automotive aftermarket,  serving
both OE manufacturers  and aftermarket  customers with bumpers and tubular steel
accessories.  Sales of the Company's bumper products have been to both the Crash
Replacement  market  and the  Traditional  Market  involving  dealers,  jobbers,
warehouse distributors and others. Since 1995, an erosion of Wedgestone's bumper
sales  has  occurred  due to a  desire  on the part of  truck  manufacturers  to
integrate the design of rear step bumpers into their  current  designs for light
duty pick-up trucks and sport utility  vehicles.  New vehicle  dealers who might
choose Wedgestone's  bumpers instead of the factory equivalent due to advantages
in either  price or greater  tow  capacity  have been  returning  to the factory
bumper due to the  incompatibility  of the  Company's  current  bumper line with
current  vehicle  designs.  This trend is continuing as overall sales of bumpers
for the three months  ended March 31, 1998 has fallen 8.1% or $406,000  over the
same period in 1997.

         For the near term, sales of Wedgestone bumpers to the crash replacement
market will continue,  however,  unless the Company invests in new designs,  its
current  line will not  support the long term  demands of the crash  replacement
market for aftermarket  bumpers.  In the past, the expected return on investment
for updating the Company's  bumper line was based on both crash  replacement and
aftermarket  sales for new vehicles.  Sales in both of these markets is required
to  justify  the cost of new  tooling.  Since  1995,  however,  there has been a
significant effort on the part of the OE manufacturers to improve dealer loyalty
for their products.  These efforts,  which have been promoted through the use of
pricing strategies designed to enhance dealer profits, have significantly eroded
the  Company's  sales of  bumpers  to new  vehicle  dealers.  As a result of the
success of OE campaigns to enhance dealer loyalty,  the Company does not believe
there would be a sufficient  return on  investment  to support the  estimated $2
million required to develop new tooling to replicate  current OE bumper designs.
The  Company  is  looking  at  alternative  methods  to  lower  the cost of this
investment,  including  avoiding the investment through the import of components
that more closely conform to the appearance of the new OE bumpers.

         In recent years,  particulary  with the  development of their new truck
designs, the OE manufacturers have increased their own line of aftermarket truck
accessories.  These accessories are being offered to their dealer networks in an
effort to enhance  OE  profitability  by  participating  in the more  profitable
aspects of the  accessory  aftermarket  for their  light  duty  trucks and sport
utility vehicles.  The sale of OE accessories has significantly  benefitted from
the OE programs designed to promote dealer loyalty. Wedgestone's line of tubular
accessories  has also  benefitted  from the OE  accessory  programs  in that the
Company  has  been  able  to  secure   supplier   agreements   from  several  OE
manufacturers  for Step Bars,  Grille  Guards,  Light Bars,  Push Bars and Combo
Bars. These accessories are all tubular

                                       -7-



in nature and represent one consistent style of product.  The Company's  ability
to rely on the sales of these  products in the future is entirely  dependant  on
the consumer's continued acceptance of these types of accessories.

         Due to the vulnerability of continued  earnings stemming from a decline
in bumper  sales and the  Company's  dependancy  on tubular  products for its OE
programs,  Wedgestone  intends to seek  additional  products and markets.  While
remaining  committed to its core competency of metal  fabrication and finishing,
and  maintaining  its  commitment  to the light duty  pickup  and sport  utility
aftermarket,  Wedgestone  intends to reduce its dependancy on this market as the
sole source of return on invested capital. This expansion of product and markets
will require significant  investments in tooling,  processes and product design.
The Company  expects this  expansion  to take  several  years and will involve a
significant   financial   commitment  to  procure   equipment  and  finance  the
acquisition  of  companies   that  would  assist  and  accelerate   Wedgestone's
penetration of market segments compatible with its core competency.

         Since emerging from bankruptcy,  the Company has been unable to utilize
its SBI effectively for acquisitions,  financing, or employee incentives because
of (i) its low market  price and low trading  volume and (ii)  limitations  that
would be  imposed  on the use of net  operating  loss  carryforwards  after  the
issuance of additional  shares,  and so has been unable to realize the principal
benefits of public ownership.  In light of the costs of remaining public without
the benefits  thereof,  the  Company's  Board of Trustees  agreed to explore the
feasibility of a "going private"  transaction proposed by the majority owners of
the  Company.  On October 15,  1997 an  independent  committee  of the Board was
formed to review  the  transaction.  In  response,  (i) to this  review,  (ii) a
fairness opinion obtained by the independent  committee  indicating a $.65 price
per share of beneficial  interest as a fair  representation  of value, and (iii)
additional  negotiations  leading  to a $.67  per  share  price  with a one year
clawback  privilege,  the Board on February 9, 1998, by a unanimous  vote of all
Trustees present and voting recommended that all Public  Shareholders accept the
offer and tender their Shares pursuant to the offer.

         On February 9, 1998 the Company announced the Tender Offer (the "Offer"
or "Tender  Offer") to acquire all of the issued and  outstanding  shares of the
Company not owned by certain majority  shareholders which include Stockwood LLC,
JCS Management Co. Inc., PFG Corporation, RAB Management Corp., and JMS Holdings
Co.,  Inc. whom  collectively  own 62.1% of the current  issued and  outstanding
shares.  The Offer  price is $ .67 net per share to sellers in cash.  Shares not
tendered will be converted into the right to receive $ .67 per share in a merger
to be consummated as soon as practical  after the tender offer.  The Company has
arranged for  financing the Offer  through its primary  lender,  The CIT Group /
Credit  Finance.  The  arrangements  include  additional  borrowings  under  the
Company's current revolver loan approximating  $3,000,000,  additional  advances
under equipment financing term notes approximating $500,000 and an 18 month term
note for $1,500,000.  The Company will use approximately  $1,000,000 of existing
cash to fund the balance of the $6,000,000  estimated costs  associated with the
Tender Offer.


Liquidity  and Capital Resources

         To date,  Wedgestone has financed its business  activities through cash
flows from operations.  Additional debt has been incurred  primarily for working
capital and acquisitions.

         Cash flows from operations  totaling  $1,359,000 were supplemented by a
$1,221,000  reduction  in advances to customers  and  $1,318,000  in  additional
advances by unsecured  creditors.  These funds were used to provide  $235,000 in
additional  working capital consisting of $121,000 in inventories and $65,000 in
other current assets and $49,000 in other assets, resulting in net cash provided
by  operations  totaling  $3,662,000  for the three  months ended March 31, 1998
compared  to  $630,000  for the same  period in 1997.  During the  quarter,  the
Company  invested  $141,000 in new  equipment,  made  payments on long term debt
totaling  $139,000 and reduced  revolving debt  $3,122,000 for a net increase in
cash of $260,000 in 1998 compared to $1,236,000 in 1997

         On May 20,  1997  Wedgestone  advanced  Stockwood,  LLC.  ("Stockwood")
$1,650,000  under a one year secured note with interest at 12 percent.  The note
is secured by 3,500,000  shares of beneficial  interest of Wedgestone  Financial
with  principal  and  interest due at  maturity.  Stockwood  is a related  party
through common ownership by certain Wedgestone Financial shareholders.

         On February 9, 1998,  the Company  signed a commitment  letter with The
CIT Group / Credit  Finance  ("CIT") in connection  with its Tender  Offer.  The
agreement  provides  additional term loans on equipment  totaling  approximately
$500,000, an 18 month term loan for $1,500,000, and raises the Company's overall
credit line with CIT to $13,000,000.

                                       -8-



Interest on the new loans are unchanged  for the  Company's  current rates which
are prime plus 1.375%. (Aggregating 9.75% as of May 12, 1998.)

         On March 18, 1997, the Company  amended and restated the agreement with
CIT to a five-year $10 million credit facility  collateralized  by substantially
all of the  assets of the  Company's  wholly  owned  subsidiaries,  providing  a
revolving  credit  line and term loan under terms  substantially  similar to the
original  agreement.  The amended and restated agreement provides for borrowings
based on a percentage  of inventory  and  receivables  and includes an equipment
term loan. All loans are stated at the lender's prime rate plus 1.375% (9.75% at
March 31, 1998).

         The company continues to actively seek acquisition opportunities in the
Automotive  Products Business Segment. To the extent that Wedgestone expands its
operations and makes additional acquisitions,  it will need to obtain additional
funding from institutional  lenders and other sources.  Wedgestone's  ability to
use equity in obtaining funding may be limited by its desire to preserve certain
tax attributes including its net operating loss carry forwards.

         The Company is currently  addressing its computer  systems and business
processes to ensure that its systems will be capable of  processing  periods for
the year 2000 and beyond as well as ensure that its business  processes  will be
able to support current and anticipated growth projections. The Company does not
anticipate  the costs  associated  with  ensuring the  capabilities  will have a
material  adverse  impact on the  Company's  financial  position  or  results of
operations.



Results Of Operations

Current Year Performance: 1998 Compared to 1997

         Net sales  increased  $3,582,000  to  $15,138,000  for the three months
ended March 31, 1998 compared to $11,556,000 for the same period in 1997.  Sales
under  supplier  agreements  to  Original  Equipment   manufacturers   increased
$1,329,000  or 223% to  $1,925,000  in the three  months  ended  March 31,  1998
compared  $596,000 for the same period in 1997.  Sales of the Company's  tubular
accessories  increased $2,659,000 or 54% to 7,502,000 in the quarter compared to
$4,855,000 in 1997. Sales of the Company's bumper products decreased $406,000 or
8% to $4,579,000 for the quarter compared to $4,986,000 in 1997.

         Gross margins increased $1,553,000 or 41% to $5,302,000 or 35% of sales
in 1998 compared to  $3,749,000  or 32% of sales in 1997.  The increase in sales
volume and the related efficiencies in 1998 are responsible for this increase.

         Sales and marketing  costs increased by $130,000 or 7% to $2,042,000 or
13% of sales in 1998 compared to $1,912,000 or 17% of sales in 1997.

         Administrative costs increased by $263,000 or 17% to $1,815,000 in 1998
compared to  $1,552,000  in 1997.  This  reflects  an increase in the  Company's
reserves for bad debt  totaling  $100,000,  increases in the  Company's  product
design  and  development   costs  totaling   $153,000  and  increases  in  other
administrative  costs totaling  $10,000.  Product design and  development  costs
include  salaries,  benefits and overhead  costs for  additions to the Company's
engineering staff. The Company believes that its future competitive  position in
the automotive aftermarket will require significant increases in engineering and
development costs over the next several years. Legal, accounting,  insurance and
other administrative costs make up the balance of this increase.

         Other income for the three months ended March 31, 1997  consists of the
gain on the sale of the  Company's  21 acres of land known as the College  Point
property.

         Interest expense decreased $155,000 or 54% to $130,000 in 1998 compared
to $285,000 in 1997.  This decrease is attributable to the decrease in revolving
debt over the period ended March 31, 1998,  the March 18, 1997  reduction in the
Company's  borrowing  rate with its primary  lender and the inclusion in 1998 of
$49,000 in interest income associated with the Stockwood note.



                                       -9-



Forward Looking Information

         Information  contained  in this  Form  10-Q  contains  "forward-looking
statements" within the meaning of the private  Securities  Litigation Reform Act
of 1995, which can be identified by the use of forward-looking  terminology such
as "may", "will", "expect", "plan", "anticipate", "estimate or "continue" or the
negative thereof or other variations  thereon or comparable  terminology.  There
are certain important factors that could cause results to differ materially from
those  anticipated by some of these  forward-looking  statements.  Investors are
cautioned that all forward-looking statements involve risks and uncertainty. The
factors,  among  others,  that could cause actual  results to differ  materially
include:   pricing  and   merchandising   policies  from  the  major  automotive
manufacturers;   the  Company's  ability  to  execute  its  business  plan;  the
acceptance of the Company's  merchandising  strategies by its target  customers;
competitive  pressures on sales and pricing;  and increases in other costs which
cannot be recovered through improved pricing of merchandise.



                                      -10-





                                     PART II

                                OTHER INFORMATION


Item 1.       Legal Proceedings

         On April 18, 1998, J. Coleman  Tidwell,  as Trustee and Plaintiff filed
an Adversary  Proceeding  (Adversary  Proceeding No. 98-1019) in connection with
the Bankruptcy  proceedings of Hercules Automotive  Products,  Inc.("HAP") in US
Bankruptcy  Court  in  the  Middle  District  of  Georgia  (the   "Proceeding").
Defendants listed in the filing are; MBC Corporation;  Wedgestone  Financial and
its subsidiaries  Wedgestone  Automotive Corp and Fey Automotive  Products Inc.;
related parties of Wedgestone Financial,  Wedgestone Partners, Resource Holdings
Associates,  and PFG  Corporation;  Trustee,  John C. Shaw,  current Trustee and
former  President of Wedgestone,  Jeffrey S. Goldstein;  and current  Wedgestone
officers  David Sharp and Eric Lee; and, as  individuals,  James Pinto,  Richard
Bartlett and Jerry Seslowe. Among other matters, the Proceeding alleges that the
defendants  conspired to acquire the  customer  base and assets of HAP which the
Complaint  contends the defendants  did not otherwise  rightfully  own.  Damages
sought in the claim  approximate  $6,000,000.  The Company  believes that it has
good defenses with which to refute the Trustee's claim.

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

         None.


                                      -11-



                                     PART II

                                   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.


                                                   Wedgestone Financial



Date:    May 12, 1998                              By: /s/   Eric H. Lee
                                                       -----------------
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)






The name "Wedgestone  Financial" (Formerly Wedgestone Realty Investors Trust) is
the  designation  of the Trustees  under a Declaration  of Trust dated March 12,
1980, as amended,  and in accordance  with such  Declaration  of Trust notice is
hereby  given that all persons  dealing with  Wedgestone  Financial by so acting
acknowledge  and agree that such persons must look solely to the Trust  property
for the enforcement of any claims against Wedgestone  Financial and that neither
Trustees,  Officers,  employees,  agents nor  shareholders  assume any  personal
liability for claims against the Trust or obligations  entered into on behalf of
Wedgestone  Financial,  and that respective  properties  shall not be subject to
claims of any other person in respect of any such liability.

                                      -12-