UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarter Ended September 30, 2010
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period from ________ to ________
Woodstock Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Georgia
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6211
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58-2161804
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(State of Jurisdiction of Incorporation or organization)
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(Primary Standard Industrial Classification Code Number)
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(I.R.S. Employer Identification No.)
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117 Towne Lake Pkwy, Ste 200
Woodstock, Georgia
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30188
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(Address of principal executive offices)
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(Zip Code)
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770-516-6996
(Telephone Number)
Woodstock Financial Group, Inc.
(Former name)
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES
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NO
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Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or small reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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¨
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Smaller reporting company
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ý
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 17,619,028 shares of common stock, $.01 par value per share, outstanding as of November 10, 2010.
WOODSTOCK HOLDINGS, INC.
(formerly Woodstock Financial Group, Inc.)
INDEX
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Page No.
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PART I
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FINANCIAL STATEMENTS
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Item 1.
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Consolidated Financial Statements
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3
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Consolidated Balance Sheets (unaudited) at September 30, 2010 and (audited) at December 31, 2009
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3
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Consolidated Statements of Operations (unaudited) for the Three Months and the Nine Months Ended September 30, 2010 and 2009
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4
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Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended
September 30, 2010 and 2009
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5
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Notes to Consolidated Financial Statements (unaudited)
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and
Results of Operations
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8
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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11
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Item 4.
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Controls and Procedures
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11
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PART II
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OTHER INFORMATION
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Item 1.
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Legal Proceedings
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12
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Item 1A.
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Risk Factors
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12
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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12
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Item 3.
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Defaults Upon Senior Securities
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12
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Item 4.
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Submission of Matters to a Vote of Security Holders
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12
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Item 5.
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Other Information
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12
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Item 6.
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Exhibits
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12
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This Report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements appear in a number of places in this Report and include all statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (1) the Company’s financing plans; (2) trends affecting the Company’s financial condition or results of operations; (3) the Company’s growth strategy and operating strategy; and (4) the declaration and payment of dividends. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors discussed herein and those factors discussed in detail in the Company’s filings with the Securities and Exchange Commission.
-2-
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WOODSTOCK HOLDINGS, INC.
(formerly Woodstock Financial Group, Inc.)
Consolidated Balance Sheets
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September 30,
2010
(unaudited)
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December 31,
2009
(audited)
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ASSETS
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Cash and cash equivalents
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$
560,251
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$
633,674
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Clearing deposit
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631,163
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131,082
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Commissions receivable
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841,323
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547,242
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Furniture, fixtures, and equipment, at cost, net of accumulated depreciation
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of $88,641 and $169,242, respectively
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16,248
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17,814
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Building, at cost, net of accumulated depreciation
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of $164,218 and $138,964, respectively
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1,113,070
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1,138,324
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Other assets
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304,003
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189,069
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Total assets
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$
3,466,058
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$
2,657,205
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Liabilities:
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Accounts payable
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$
31,744
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$
65,873
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Commissions payable
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646,673
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430,498
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Preferred dividends payable
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15,137
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30,274
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Mortgage note
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942,875
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953,928
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Deferred revenue
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500,000
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-
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Other liabilities
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4,796
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3,507
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Total liabilities
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2,141,225
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1,484,080
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Commitments and contingencies
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Shareholders' equity:
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Series A preferred stock, $.01 par value; 5,000,000 shares authorized,
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86,500 shares issued and outstanding (liquidation value of $865,000)
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865
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865
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Common stock, $.01 par value; 50,000,000 shares authorized;
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17,941,772 shares issued; 17,619,028 shares outstanding
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179,418
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179,418
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Additional paid-in capital
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3,697,278
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3,697,278
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Accumulated deficit
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(2,396,773)
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(2,548,481)
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Treasury stock, 322,744 shares, carried at cost
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(155,955)
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(155,955)
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Total shareholders' equity
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1,324,833
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1,173,125
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Total liabilities and shareholders' equity
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$
3,466,058
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$
2,657,205
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See accompanying notes to unaudited consolidated financial statements.
-3-
WOODSTOCK HOLDINGS, INC.
(formerly Woodstock Financial Group, Inc.)
Consolidated Statements of Operations
(unaudited)
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Three Months Ended September 30
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Nine Months Ended September 30
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2010
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2009
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2010
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2009
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OPERATING INCOME
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Commission revenue
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$
2,436,310
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$
2,256,476
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$
6,916,047
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$
6,114,316
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Interest income
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81,577
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38,300
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212,685
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101,595
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Other fees
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252,765
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214,385
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687,983
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586,759
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Total operating income
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2,770,652
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2,509,161
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7,816,715
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6,802,670
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OPERATING EXPENSES
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Commissions to brokers
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2,090,205
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1,991,652
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5,924,766
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5,254,937
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Clearing costs
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41,607
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41,872
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113,606
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128,975
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Selling, general, and administrative expenses
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518,199
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489,920
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1,537,012
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1,504,080
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Interest expense
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16,679
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15,835
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44,211
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57,436
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Total operating expenses
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2,666,690
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2,539,279
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7,619,595
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6,945,428
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Net income (loss)
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$
103,962
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$
(30,118)
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$
197,120
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$
(142,758)
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Basic and diluted earnings (loss)
per common share
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$
0.01
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$
(0.00)
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$
0.01
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$
(0.01)
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See accompanying notes to unaudited consolidated financial statements.
-4-
WOODSTOCK HOLDINGS, INC.
(formerly Woodstock Financial Group, Inc.)
Consolidated Statements of Cash Flows
(unaudited)
For the Nine Months Ended September 30, 2010 and 2009
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2010
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2009
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net earnings (loss)
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$
197,120
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$
(142,758)
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Adjustments to reconcile net earnings (loss) to net cash
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flows from operating activities
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Depreciation
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30,708
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34,492
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Changes in operating assets and liabilities
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Clearing deposit
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(500,081)
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-
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Commissions receivable
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(294,081)
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(115,102)
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Other assets
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(114,934)
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(220,824)
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Accounts payable
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(34,129)
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13,760
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Commissions payable
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216,175
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116,958
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Deferred revenue
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500,000
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-
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Other liabilities
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1,289
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18,580
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Net cash flows from operating activities
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2,067
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(294,894)
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchases of furniture, fixtures and equipment
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(3,889)
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(3,378)
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CASH FLOWS FROM FINANCING ACTIVITIES
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Principal payments on mortgage note
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(11,053)
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(9,861)
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Dividends paid on preferred stock
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(60,548)
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(60,548)
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Net cash flows from financing activities
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(71,601)
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(70,409)
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NET CHANGE IN CASH AND CASH EQUIVALENTS
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(73,423)
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(368,681)
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CASH AND CASH EQUIVALENTS
, beginning of year
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633,674
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976,450
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CASH AND CASH EQUIVALENTS,
end of period
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$
560,251
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$
607,769
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SUPPLEMENTAL DISCLOSURE OF CASH PAID
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FOR INTEREST
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$
44,211
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$
57,436
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See accompanying notes to unaudited consolidated financial statements.
-5-
WOODSTOCK HOLDINGS, INC.
(formerly Woodstock Financial Group, Inc.)
Notes to Financial Statements
(1)
Organization
Woodstock Holdings, Inc. (the “Company”) is a holding company, engaged through a subsidiary, in full service securities brokerage and investment banking since 1995. Effective January 20, 2010, the Company reorganized into a holding company and changed its name, transferring its former name, Woodstock Financial Group, Inc. (“WFG”), to a newly established 100% owned broker dealer subsidiary.
The Company reported its financial position and results of operations for 2009 and earlier periods on a pre-reorganization basis. For reporting periods beginning after February 2010, the Company reports its position and results of operations on a consolidated basis.
WFG is registered as a broker-dealer with the Financial Industry Regulatory Authority (“FINRA”) and 50 states, Puerto Rico, Washington D.C. and also as a municipal securities dealer with the Municipal Securities Regulation Board. WFG is subject to net capital and other regulations of the U.S. Securities and Exchange Commission. WFG trades securities as an agent and a principal on exchanges such as the NYSE, AMEX and NASDAQ. WFG maintains selling agreements with mutual fund families and insurance companies offering load and no load funds, annuities and insurance products.
WFG maintains a custody-clearing relationship with Southwest Securities, Inc. (“Southwest”). In 2005, the Company, as a registered investment advisor, created a managed account program named the “RFG Stars Program”. Through the RFG Stars Program, the Company provides investment advisory services to clients. RFG Stars Program client accounts are maintained with Southwest and Fidelity Registered Investment Advisor Group (“FRIAG”), an arm of Fidelity Investments. FRIAG provides brokerage, custody, and clearing services to RFG Stars Program clients.
In September 2010 WFG executed an agreement with Southwest whereby Southwest offered a $500,000 up front incentive payment in return for a six year agreement with WFG. Receipt of these funds was recorded as an increase to the Clearing Deposit account and Deferred Revenue, of which 1/6 will be recognized to income, annually, over the term of the six year agreement.
The Company maintains branch and other offices in a number of other jurisdictions and a complement of approximately 108 independent retail brokers.
The interim consolidated financial statements included herein are unaudited, but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the interim period presented. All such adjustments are of a normal recurring nature. The results of operations for the period ended September 30, 2010 are not necessarily indicative of the results of a full year’s operations.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) on the accrual basis of accounting and include the accounts of the Holding Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and disclosures. Actual results could differ from these estimates.
(2)
Stock-Based Compensation
The Company sponsors a stock-based incentive compensation plan for the benefit of certain employees.
The Company did not grant any options during the first, second or third quarter of 2010 and did not recognize any related expense during the period.
During October 2010, the Company granted a total of 125,000 options for a certain employee with a strike price of $.01 where the market value of the Company’s stock was $.05 per share at the time of grant. These options vested immediately, and the Company recognized $1,250 of expense related to these options. The fair value of these options, using the Black-Scholes pricing model was $.04 per share.
-6-
(3)
Recent Accounting Pronouncements
Effective July 16, 2010 per the Dodd-Frank Wall Street Reform and Consumer Protection Act, Woodstock Holdings, Inc. is not required to meet the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 whereby the Company’s management had to report on the operating effectiveness of the Company’s internal controls over financial reporting as of December 31, 2010. However, it remains the stated goal of the Company’s management to institute many of the terms, controls and conditions outlined within the Sarbanes-Oxley framework during the next few quarters.
(4)
Subsequent Events
In accordance with FASB ASC 855,
Subsequent Events
, the Company evaluated subsequent events through the date the Company’s quarterly report on Form 10-Q was ready for issue.
-7-
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
WOODSTOCK HOLDINGS, INC.
(formerly Woodstock Financial Group, Inc.)
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the Nine Months Ended September 30, 2010 and 2009
OVERVIEW
The following discussion should be read in conjunction with the Financial Statements of the Company and the Notes thereto appearing elsewhere herein.
FORWARD-LOOKING STATEMENTS
The following is our discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. This commentary should be read in conjunction with the financial statements and the related notes and the other statistical information included in this report.
This report contains “forward-looking statements” relating to, without limitation, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of management, as well as assumptions made by and information currently available to management. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Our actual results may differ materially from the results discussed in the forward-looking statements, and our operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in our filings with the SEC, including, without limitation:
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significant increases in competitive pressure in the financial services industries;
·
changes in political conditions or the legislative or regulatory environment;
·
general economic conditions, either nationally or regionally and especially in our primary service area, becoming less favorable than expected;
·
changes occurring in business conditions and inflation;
·
changes in technology;
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changes in monetary and tax policies;
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changes in the securities markets; and
·
other risks and uncertainties detailed from time to time in our filings with the SEC.
OVERVIEW AND GENERAL INDUSTRY CONDITIONS
Our primary sources of revenue are commissions earned from brokerage services. Our principal business activities are, by their nature, affected by many factors, including general economic and financial conditions, movement of interest rates, security valuations in the marketplace, regulatory changes, competitive conditions, transaction volume and market liquidity. Consequently, brokerage commission revenue and investment banking fees can be volatile. While we seek to maintain cost controls, a significant portion of our expenses is fixed and does not vary with market activity. As a result, substantial fluctuations can occur in our revenue and net income from period to period.
WFG is a licensed insurance broker and receives commission revenue as a result of its insurance operations. The Company continues to grow this business; however does not regard insurance revenue as material at this time.
-8-
WOODSTOCK HOLDINGS, INC.
(formerly Woodstock Financial Group, Inc.)
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, continued
For the Nine Months Ended September 30, 2010 and 2009
RESULTS OF OPERATIONS – QUARTERS ENDED September 30, 2010 AND 2009
Total operating income for the quarter ended September 30, 2010 increased by $261,491, or approximately 10%, to $2,770,652, from $2,509,161 for the comparable period in 2009.
Commission revenue for the quarter ended September 30, 2010 increased by $179,834, or approximately 8%, to $2,436,310 from $2,256,476 for the comparable period in 2009. This increase was principally derived from commissions from transactional business for the quarter.
Interest income for the quarter ended September 30, 2010 increased by $43,277, or approximately 113%, to $81,577 from $38,300 for the comparable period in 2009. This increase is due to the increase in interest charged on margin accounts and customer accounts held by our clearing agent.
Other fees, from clearing transaction charges and other income, for the quarter ended September 30, 2010 increased by $38,380, or approximately 18%, to $252,765 from $214,385 compared to the comparable period in 2009. This was principally due to additional income from a sub-tenant and a slight increase in the transactional fee charged to the customers.
Total operating expenses for the quarter ended September 30, 2010 increased by $127,411, or approximately 5%, to $2,666,690 from $2,539,379 for the same period in 2009. The increased expense was due primarily to the increased commissions paid to brokers, which correlates with the increase in commission revenue during the quarter.
Commissions to brokers for the quarter ended September 30, 2010 increased by $98,553, or approximately 5%, to $2,090,205 from $1,991,652 for the comparable period in 2009. This increase correlates with the increase in commission revenue during the quarter.
Clearing costs for the quarter ended September 30, 2010, decreased by $265, or approximately 0.6%, to $41,607 from $41,872 for the comparable period in 2009. As a percentage of commission revenue, clearing costs were approximately 1.7% for the quarter ended September 30, 2010, compared to approximately 1.9% in 2009.
Selling, general and administrative expense for the quarter ended September 30, 2010 increased by $28,279, or approximately 6%, to $518,199 from $489,920 for the comparable period in 2009.
Net profit was $103,962 for the quarter ended September 30, 2010, compared to a net loss of $30,118 for the comparable period in 2009. The increase in revenue was primarily related to an increase in brokers and their activity, while at the same time the Company was able to leverage on established policies and procedures to efficiently manage the increase in activity without incurring a proportionate increase to selling, general, and administrative expenses; thus, there was overall net income.
RESULTS OF OPERATIONS – NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
Total operating income for the nine months ended September 30, 2010 increased by $1,014,045, or approximately 15%, to $7,816,715, from $6,802,670 for the comparable period in 2009.
Commission revenue for the nine months ended September 30, 2010 increased by 801,731, approximately 13%, to $6,916,047 from $6,114,316 for the comparable period in 2009. This increase was principally due to an increase in transactional business for the first quarter and third quarter and fee based business in the second quarter.
Interest income for the nine months ended September 30, 2010 increased $111,090, or approximately 109%, to $212,685 from $101,595 during the nine months ended September 30, 2010 compared to the same period in 2009. This increase is due to the increase in interest charged on margin accounts and customer accounts held by our clearing agent.
-9-
Other fees, from clearing transaction charges and other income increased by $101,224, or approximately 17% for the nine months ended September 30, 2010, to $687,983 from $586,759 compared to the comparable period in 2009. This increase was principally due to fees on transactional business during the first quarter, which correlates with the increase in commission revenue during that quarter. Furthermore, there is additional income from a sub-tenant.
Total operating expenses for the nine months ended September 30, 2010 increased by $674,167 or approximately 10%, to $7,619,595 from $6,945,428 for the same period in 2009. The increased expense was due primarily to the increased commissions paid to brokers, which correlates with the increase in commission revenue.
Commissions to brokers increased by $669,829, or approximately 13%, to $5,924,766 for the nine months ended September 30, 2010 from $5,254,937 for the comparable period in the prior year. This increase correlates with the increase in commission revenue during the nine months.
Clearing costs for the nine months ended September 30, 2010 decreased by $15,369, or approximately 12%, for the comparable period in the prior year. As a percentage of commission revenue, clearing costs were approximately 1.6% in 2010 compared to 2.1% in 2009.
Selling, general and administrative expenses increased $32,932 or approximately 2% to $1,537,012 for the nine months ended September 30, 2010 from $1,504,080 in the comparable period in the prior year.
Net profit was $197,120 for the nine months ended September 30, 2010 compared to a net loss of $142,758 for the comparable period in the prior year. The increase in revenue was primarily related to an increase in brokers and their activity, while at the same time the Company was able to leverage on established policies and procedures to efficiently manage the increase in activity without incurring a proportionate increase to selling, general, and administrative expenses; thus, there was overall net income.
LIQUIDITY AND CAPITAL RESOURCES
Our assets are reasonably liquid with a substantial portion consisting of cash and cash equivalents, and receivables from other broker-dealers and our clearing agent, all of which fluctuate depending upon the levels of customer business and trading activity. Receivables from broker-dealers and our clearing agent turn over rapidly. Both our total assets, as well as the individual components as a percentage of total assets, may vary significantly from period to period because of changes relating to customer demand, economic, market conditions and proprietary trading strategies. Our total assets at September 30, 2010 were $3,466,058 of which $560,251 is cash and cash equivalents.
-10-
WOODSTOCK HOLDINGS, INC.
(formerly Woodstock Financial Group, Inc.)
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, continued
For the Nine Months Ended September 30, 2010 and 2009
As a broker-dealer, WFG is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule15c3-1). The Rule requires maintenance of minimum net capital and that WFG maintains a ratio of aggregate indebtedness (as defined) to net capital (as defined) not to exceed 15 to 1. WFG’s minimum net capital requirement is $100,000. Under the Rule WFG is subject to certain restrictions on the use of capital and its related liquidity. WFG’s net capital position at September 30, 2010 was $826,888 and its ratio of aggregate indebtedness to net capital was .143 to 1. The calculation of the ratio only includes the balances obtained from the Broker Dealer.
Historically, we have financed our operations through cash flow from operations and the private placement of equity securities. We have not employed any significant leverage or debt to fund operating needs.
We believe that our capital structure is adequate for our current operations. We continually review our overall capital and funding needs to ensure that our capital base can support the estimated needs of the business. These reviews take into account business needs as well as the Company's regulatory capital requirements. Based upon these reviews, to take advantage of strong market conditions and to fully implement our expansion strategy, we will continue to pursue avenues to decrease costs and increase our capital position.
The Company's cash and cash equivalents decreased by $73,423 to $560,251 as of September 30, 2010, from $633,674 as of December 31, 2009. This overall decrease was due to net cash from operating activities of $2,069, cash used by cash from investing of $3,889 and cash used by financing activities of $71,601.
The Company holds a mortgage note on the current office space at 117 Towne Lake Parkway, Woodstock, GA 30188. The mortgage note is a 5-year balloon maturing in September 2014, amortized on a 25-year basis at a fixed rate interest rate of 7.00%, and is collateralized by the building. Mortgage payments and condo association fees of $6,770 and $4,700
,
respectively, are payable monthly.
EFFECTS OF INFLATION AND OTHER ECONOMIC FACTORS
Market prices of securities are generally influenced by changes in rates of inflation, changes in interest rates and economic activity generally. Our revenues and net income are, in turn, principally affected by changes in market prices and levels of market activity. Moreover, the rate of inflation affects our expenses, such as employee compensation, occupancy expenses and communications costs, which may not be readily recoverable in the prices of services, offered to our customers. To the extent inflation, interest rates or levels of economic activity adversely affect market prices of securities, our financial condition and results of operations will also be adversely affected.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company does not invest or trade in market sensitive investments.
Item 4.
Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to the Company that is required to be included in the Company’s periodic filings with the SEC. There have been no significant changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
In the normal course of business, the Company, as a regulated broker dealer, is subject to examinations, inquiries and requests from Customers, the SEC, FINRA and state regulators. We are not aware of any matter at this time that would have material impact on the company’s financial position.
Item 1A. Risk Factors
None
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3.
Defaults Upon Senior Securities
Not applicable.
Item 4.
Submission of Matters to a Vote of Security Holders
None
Item 5.
Other Information
None.
Item 6.
Exhibits
31.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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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.
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WOODSTOCK HOLDINGS, INC.
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Date: November 10, 2010
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By:
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/S/ WILLIAM J. RAIKE, III
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William J. Raike, III
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President, Chief Executive Officer and Director
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Date: November 10, 2010
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By:
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/S/ MELISSA L. WHITLEY
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Melissa L. Whitley
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Chief Financial and Accounting Officer
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