<PAGE>   1



                   U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                 FORM 10-QSB

(Mark One)

[X]       Quarterly report under Section 13 or 15(d) of the Securities 
          Exchange Act of 1934 

For the quarterly period ended September 30, 1996

                                     OR

[ ]       Transition report under Section 13 or 15(d) of the Exchange Act 


For the transition period from         to 
                              ---------  ----------

Commission file number 33-53656A

                          G&W FINANCIAL CORPORATION
      (Exact Name of Small Business Issuer as Specified in Its Charter)


                 Georgia                               58-2015438
      (State or Other Jurisdiction of               (I.R.S. Employer 
      Incorporation or Organization)               Identification No.)

           1800 Lake Park Drive, Suite 100, Smyrna, Georgia 30080
                  (Address of Principal Executive Offices)

                               (770) 432-2284
               (Issuer's Telephone Number, Including Area Code)

             1950 Lake Park Drive, Suite 110, Atlanta, GA 30080
       (Former Name, Former Address and Former Fiscal year if Changed
                             Since Last Report)

         Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the 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                     No
                               ------------           --------------

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 10,000 shares of common
stock

<PAGE>   2

                          G&W FINANCIAL CORPORATION

                                BALANCE SHEET
                   SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                                 (Unaudited)


<TABLE>
<CAPTION>
                                                              1996                   1995
                                                              ----                   ----
                                          ASSETS
<S>                                                       <C>                     <C>
CURRENT ASSETS
   Cash and cash equivalents                              $     7,636             $     8,663
   Accounts receivable                                        969,769                       0
   Interest receivable                                        277,986               1,012,358
   Notes receivable (NOTES 3 AND 4)                         6,598,186              10,266,499
                                                          -----------             -----------
     Total Current Assets                                   7,853,577              11,287,520
                                                          -----------             -----------

OTHER ASSETS
   Debt issuance costs, net of accumulated amortization       845,429               1,117,085
                                                          -----------             -----------
     Total Other Assets                                       845,429               1,117,085
                                                          -----------             -----------

TOTAL ASSETS                                              $ 8,699,006             $12,404,605
                                                          ===========             ===========

                            LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Due to affiliate                                       $         0             $   613,417
   Accrued interest payable                                   224,500                 224,033
   Other accrued expenses                                           0                   8,804
                                                          -----------             -----------
     Total Current Liabilities                                224,500                 846,254
                                                          -----------             -----------

LONG-TERM DEBT (NOTES 3 AND 4)                             15,571,207              15,217,074
                                                          -----------             -----------
TOTAL LIABILITIES                                          15,795,707              16,063,328
                                                          -----------             -----------
STOCKHOLDERS' DEFICIT
   Common stock, par value $.01 per share
     Authorized 10,000,000 shares 
     Outstanding 10,000 shares                                    100                     100
  Additional paid-in capital                                   19,900                  19,900
  Deficit                                                  (7,116,701)             (3,678,723)
                                                          -----------             -----------
    Total Stockholders' Deficit                            (7,096,701)             (3,658,723)
                                                          -----------             -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT               $ 8,699,006             $12,404,605
                                                          ===========             ===========
</TABLE>

See accompanying notes to financial statements.


<PAGE>   3

                           G&W FINANCIAL CORPORATION

                            STATEMENTS OF OPERATIONS
        FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                              1996                                 1995
                                                                       YEAR TO                              YEAR TO
                                                   QUARTER              DATE            QUARTER              DATE
                                                   -------              ----            -------              ----
<S>                                             <C>                 <C>                 <C>                <C>
REVENUES
   Interest                                         433,394         $ 1,346,891           536,734          $1,327,032
   Other income                                      24,831              24,831               319               2,539
                                                -----------         -----------         ---------          ----------
     Total Revenues                                 458,225           1,371,722           537,053           1,329,571
                                                -----------         -----------         ---------          ----------

OPERATING EXPENSES
   Interest                                         323,352           1,031,207           337,891           1,107,206
   Bad debt                                       1,445,895           3,435,724                 0              31,611
   Amortization of debt issuance costs               90,552             271,656            54,885             164,655
   General & administrative expenses                     10                  25              (775)              3,025
   Professional fees                                 15,193              62,846            21,320              43,045
   Servicing fees                                         0                   0           108,783             279,305
   Trustee fees                                       5,250               7,763             2,462               9,012
   Other                                                  0                 479                14                 225
                                                -----------         -----------         ---------          ----------
     Total Operating Expenses                     1,880,252           4,809,700           524,580           1,638,084
                                                -----------         -----------         ---------          ----------
LOSS BEFORE INCOME TAXES                         (1,422,027)         (3,437,978)           12,473            (308,513)

INCOME TAXES                                              0                   0                 0
                                                -----------         -----------         ---------          ----------
NET LOSS                                        ($1,422,027)        ($3,437,978)        $  12,473           ($308,513)  
                                                ===========         ===========         =========          ==========
</TABLE>



See accompanying notes to financial statements.

<PAGE>   4

                           G&W FINANCIAL CORPORATION

                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                              1996                1995
<S>                                                                       <C>                 <C>
OPERATING ACTIVITIES
   Net loss                                                                ($3,437,978)         ($308,513)
   Adjustments to reconcile net loss to net cash
     provided by operating activities
       Amortization of debt issuance costs                                     271,656            164,655
       Interest on capital appreciation notes                                  354,133             79,057
       Bad debt reserves                                                     3,103,300                  0
       Changes in assets and liabilities:
         Increase in accounts receivable                                      (969,769)                 0
         Increase in interest receivable                                       734,372           (348,161)
         Increase in due to affiliate                                         (613,417)          (227,891)
         Increase in accrued interest payable                                      467             44,441 
         Decrease in other accrued expenses                                     (8,804)           (21,883)
                                                                          ------------        -----------

CASH PROVIDED (USED) BY OPERATING ACTIVITIES                                  (566,040)          (618,295)
                                                                          ------------        -----------
INVESTING ACTIVITY
   Notes receivable (originations) repayments                                  565,013         (4,643,411)
                                                                          ------------        -----------
FINANCING ACTIVITIES
   Proceeds of long-term debt, net of placement costs                                0          4,451,813
   Sales of capital stock                                                            0                  0 
                                                                          ------------        -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                            0          4,451,813
                                                                          ------------        -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                       (1,027)          (809,893)

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD                                8,663            918,777 
                                                                          ------------        -----------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                               $      7,636        $   108,884 
                                                                          ============        ===========
</TABLE>


See accompanying notes to financial statements.
                                                        

<PAGE>   5

                           G&W FINANCIAL CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                  (UNAUDITED)

NOTE 1 - NATURE OF BUSINESS

         G&W Financial Corporation (The Company) is a wholly-owned subsidiary
         of G&W Asset Management, Inc. (GWAM).  The Company was incorporated on
         September 14, 1992 under the laws of the State of Georgia and
         commenced its planned operations on June 2, 1993.

         On March 23, 1994, GWAM acquired the voting common stock of the
         Company in exchange for $100,000 in notes payable to the Company's
         stockholders.

         The Company was organized for the purposes of engaging in the
         development and management of investment funds to be loaned to premium
         finance companies and may engage in any other activities not
         specifically prohibited to corporations under the laws of the State of
         Georgia.

NOTE 2 - BASIS OF PRESENTATION

         The accompanying unaudited condensed financial statements are
         presented on the going-concern basis of accounting which contemplates
         the realization of assets and the settlement of liabilities and
         commitments in the normal course of business.  The Company has
         suffered recurring losses from operations and has a net capital
         deficit of $7.096 million at September 30, 1996.  The financial
         statements included herein have been prepared by the Company, without
         audit, pursuant to 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 or regulations, although the Company
         believes that the disclosures are adequate to make the information
         presented not misleading.  These financial statements and the notes
         thereto should be read in conjunction with the audited financial
         statements.

         In the opinion of the management of the Company, the accompanying
         unaudited financial statements contain all necessary adjustments to
         present fairly the financial position, the results of operations and
         cash flows for the period reported.  All adjustments are of a normal
         recurring nature.

         The results of operations for the above period is not necessarily
         indicative of the results expected for the year.

<PAGE>   6

                           G&W FINANCIAL CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                  (UNAUDITED)

NOTE 3 - NOTES AND INTEREST RECEIVABLE

         Notes receivable consist of six 12% revolving credit facility loans
         and two 14% revolving credit facility loan due from insurance premium
         finance companies.  The maximum advances under the terms of the
         revolving credit facilities total $15,000,000.  As of September 30,
         1996, $6,598,186, net of $5,903,300 in bad debt reserves, has been
         advanced on these notes.  The notes receivable are due on demand and
         are collateralized by certain invoices, insurance premium finance
         contracts and accounts receivable of the insurance premium finance
         companies.  Additionally, the notes are personally guaranteed by the
         owners of the insurance premium finance companies.  The note
         agreements provide for monthly servicing fees, in addition to
         contractual interest, of .50% (one half of one percent) (5 loans) and
         .33% (one third of one percent) (2 loans) of the aggregate outstanding
         balance.  The insurance premium finance companies are required to
         deposit, into a Company controlled bank account, all collections on
         the financed insurance premium, interest earned plus any application
         fees, late fees, and other administrative fees.  At September 30,
         1996, the insurance premium finance companies owed the Company
         $277,986 for accrued interest and servicing fees.  The Company has
         established bad debt reserves of $5,903,300 for various loans and
         general operating reserves.  Of the reserves mentioned above, a $2
         million reserve was booked at December 31, 1995 on loans to affiliated
         companies for the excess of the loan above the affiliates net equity.
         This reserve is for fair presentation of the Company as a stand alone
         corporation and is removed during consolidation with the parent
         company.

NOTE 4 - LONG-TERM DEBT

<TABLE>
         <S>                                                       <C>
         At September 30, 1996, long-term debt consisted of:

         Current Interest Notes to individual investors,
         which mature December 31, 1998                            $ 9,980,000

         Capital Appreciation Notes to individual investors,
         which mature December 31, 1998                              5,591,207
                                                                   -----------
                                                                   $15,571,207
                                                                   ===========
</TABLE>

         The Current Interest Notes require quarterly interest payments while
         the Capital Appreciation Notes require interest to be reinvested and
         compounded quarterly until maturity.  Both notes bear interest at 3%
         above the five year U.S. Treasury Note, with a 9% minimum and a 12.5%
         maximum rate.  The interest rates are set every six months.  The
         interest rate changed to 9.0% on July 1, 1995 and remained at 9.0% on
         the subsequent dates of January 1 and July 1, 1996.

<PAGE>   7

                           G&W FINANCIAL CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                  (UNAUDITED)

NOTE 4 - LONG-TERM DEBT - continued

         The Notes are general obligations of the Company and are
         collateralized by the assets of the Company, including a specific
         assignment of notes receivable.

         The amount of compounded unpaid interest on the Capital Appreciation
         Notes included in long-term debt in the accompanying balance sheet at
         September 30, 1996 was $944,207.

NOTE 5 - LITIGATION

         The Company has two of its loans in litigation as of September 30,
         1996.  Both of these loans are currently in default and have been
         called by the Company.  There is no way to estimate the amount of
         potential loss on these loans, accordingly the company has established
         loss reserves for the full amount of these loans.  The current
         balances on these loans at September 30, 1996 are $1,007,324.  There
         have been no collections received on these loans since the first
         quarter of 1996 although litigation is in process.  The Company does
         have a crime policy in place that may be used up to $500,000 per 
         incident if theft is a issue in these lawsuits.

NOTE 6 - LOAN LOSSES AND PROVISION FOR LOSSES

         During 1996, the Company has taken an even more aggressive approach to
         loan evaluations and loss provisions based on two years of
         experience in loaning funds, knowledge gained from defaulted loans,
         lawsuits and the assistance of outside consultants.  The competition
         in the premium finance industry over the last twelve months has driven
         the downpayment received by the premium finance companies
         significantly lower which in turn increases the potential for higher
         losses and more risk for the loans the Company has made with premium
         finance companies.  Accordingly, the management has been increasing
         reserves on the higher risk loans during each quarter of 1996.  The
         Company has established approximately $5,903,000 in reserves on both
         current and defaulted loans.

<PAGE>   8

                           G&W ASSET MANAGEMENT, INC.

                           CONSOLIDATED BALANCE SHEET
                   SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                         1996                    1995
                                    ASSETS                               ----                    ----
<S>                                                                  <C>                      <C>
  CURRENT ASSETS                                                                     
   Cash and cash equivalents                                         $   122,009              $   422,480
   Restricted Cash                                                        75,044                        0
   Accounts receivable                                                 1,279,032                  764,318
   Due from affiliates                                                   714,445                  170,484
   Premium finance notes receivable (NOTE 5)                           4,451,989                3,196,293
   Participation and other notes receivable (NOTE 6)                           0                  581,338
   Suspense receivable                                                    62,465                        0
   Interest receivable                                                   245,634                1,020,817
   Notes receivable (NOTES 4 & 8)                                      4,907,361               16,250,709
   Deferred offering costs                                                63,222                   31,446
                                                                     -----------              -----------                
     Total Current Assets                                             11,921,201               22,437,885
                                                                     -----------              -----------                       
PROPERTY AND EQUIPMENT                                                               
   Equipment under capital lease                                         214,128                  214,128
   Furniture and fixtures                                                305,668                  301,194
   Less accumulated depreciation and amortization                       (296,440)                (238,165)
                                                                     -----------              -----------                
     Total property and equipment                                        223,356                  277,157
                                                                     -----------              -----------                

                                                                                     
OTHER ASSETS                                                                         
   Debt issuance costs, net of accumulated amortization                1,551,419                1,919,668            
   Investments in and advances to partnerships                         1,029,729                1,385,571                   
   Other assets                                                           29,396                   62,728
                                                                     -----------              -----------                
     Total other assets                                                2,610,544                3,367,967
                                                                     -----------              -----------                
TOTAL ASSETS                                                         $14,755,101              $26,083,009
                                                                     ===========              ===========
                                                                                     
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                       

CURRENT LIABILITIES                                                                  
   Accounts payable and accrued expenses                                $473,533              $   299,591
   Participation note payable to affiliate                             1,529,441                1,819,441                      
   Due to affiliate                                                      230,000                  672,500
   Accrued interest                                                      381,207                  355,114
   Suspense reserve                                                       62,465                        0
   Commissions payable                                                         0                   11,200
   Unearned interest                                                     441,723                      113
   Current installment of obligation under capital lease                  30,966                   30,966
   Current maturities of long-term debt (NOTE 7)                       2,315,210                2,564,210
                                                                     -----------              -----------                
     Total Current Liabilities                                         5,464,545                5,753,135
                                                                     -----------              -----------                
                                                                                     
ACCRUED COMMISSIONS                                                       11,322                  256,535
                                                                     -----------              -----------                       
NOTES PAYABLE TO STOCKHOLDERS (NOTE 3)                                    72,500                   72,500
                                                                     -----------              -----------                
OBLIGATIONS UNDER CAPITAL LEASE                                           74,722                  104,624
                                                                     -----------              -----------                
LONG-TERM DEBT (NOTE 7)                                               27,020,565               26,265,524
                                                                     -----------              -----------                
STOCKHOLDERS' EQUITY (DEFICIT) (NOTE 3)                                              
   12% cumulative convertible preferred stock,
    $10 par value, (aggregate liquidation preference, including 
    dividends in arrears, $2,744,000) authorized 5,000,000 shares,
    issued and outstanding 248,820 shares                              2,168,030                2,188,030
   Common stock, Class A, no par value, authorized                                    
    5,000,000 shares, outstanding 3,021,912 shares (NOTE 9)              112,272                   53,284
   Common stock, Class B, no par value, authorized                                    
    5,000,000 shares, outstanding 87,469 shares (NOTE 9)                 449,088                  212,738
   Additional paid-in capital                                            254,900                  254,900

   Deficit                                                           (20,872,843)              (9,078,261)
                                                                     -----------              -----------                
     Total Stockholders' Equity (Deficit)                            (17,888,553)              (6,369,309)
                                                                     -----------              -----------                
                                                                                   
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 $14,755,101              $26,083,009  
                                                                     ===========              ===========
</TABLE>


See accompanying notes to financial statements.

<PAGE>   9

                           G&W ASSET MANAGEMENT, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      1996                            1995                 
                                                                             YEAR TO                          YEAR TO      
                                                          QUARTER             DATE            QUARTER           DATE       
                                                          -------             ----            -------           ----       
<S>                                                     <C>               <C>               <C>             <C>            
REVENUES                                                                                                                   
   Interest                                             $   721,249       $  2,665,969      $1,042,277      $  2,826,393   
   Fees                                                     111,246            813,622         378,925         1,148,246   
                                                        -----------       ------------      ----------      ------------
   Total Revenues                                           832,495          3,479,591       1,421,202         3,974,639   
                                                        -----------       ------------      ----------      ------------  
OPERATING EXPENSES                                                                                                         
   Interest                                                 760,844          2,368,055         763,618         2,276,731   
   Amortization of private placement costs                  159,042            477,126         141,452           415,906   
   Bad debt                                               4,101,017         10,338,933         121,245           194,588   
   Professional fees                                         53,566            162,706          64,427           177,507   
   Depreciation and amortization                             19,425             58,275          26,840            69,867   
   Marketing                                                 73,977            200,201         142,949           304,444   
   Salaries                                                 217,498            670,233         314,090           905,034   
   General and administrative                               207,186            568,160         220,725           662,115   
   Service bureau expenses                                   25,475             98,685          32,922           124,766   
   Other                                                     23,088            145,049          29,848           110,911   
                                                        -----------       ------------      ----------      ------------  
   Total Operating Expenses                               5,641,118         15,087,423       1,858,116         5,241,869   
                                                        -----------       ------------      ----------      ------------
LOSS BEFORE INCOME TAXES                                 (4,808,623)       (11,607,832)       (436,914)       (1,267,230)  
                                                                                                                           
INCOME TAXES                                                      0                  0               0                 0   
                                                        -----------       ------------      ----------      ------------
NET LOSS                                                 (4,808,623)       (11,607,832)       (436,914)       (1,267,230)  
                                                        ===========       ============      ==========      ============   
                                                                                                                           
</TABLE>


See accompanying notes to financial statements.


<PAGE>   10

                           G&W ASSET MANAGEMENT, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                1996                1995
                                                                                ----                ----
<S>                                                                        <C>                   <C>
OPERATING ACTIVITIES
   Net loss                                                                ($11,607,832)         ($1,267,230)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Amortization                                                             477,126              415,906
       Depreciation                                                              58,275               69,867
       Bad debt reserves                                                      7,932,551                    0
       Interest on capital appreciation notes                                   354,133              360,337
       Changes in assets and liabilities:
         Increase in accounts receivable                                       (514,714)            (989,728)
         Decrease in due from affiliates                                       (543,961)             593,283
         Decrease in interest receivable                                        775,183             (379,678)
         Increase in other assets                                                33,332             (306,997)
         Increase in accounts payable and accrued expenses                      173,942              468,791
         Increase in unearned interest                                          441,610              237,278
         Increase in due to affiliates                                         (442,500)                   0
         Increase in accrued interest                                            26,093               70,627 
         Increase (Decrease) in accrued commissions                            (256,413)              99,606
                                                                          -------------         ------------
CASH USED IN OPERATING ACTIVITIES                                            (3,093,175)            (627,938)
                                                                          -------------         ------------
INVESTING ACTIVITIES
   Deferred offering costs                                                      (31,776)            (126,374)
   Additions to property and equipment                                           (4,473)             (48,738)
   Participation notes receivable (origination)/reduction                       581,338             (347,664)
   Premium finance contracts origination                                     (1,629,696)            (705,208)
   Notes receivable origination                                               3,784,797           (6,134,937) 
   (Investments) receipts in partnerships                                       355,842             (760,039)
                                                                          -------------         ------------
CASH USED IN INVESTING ACTIVITIES                                             3,056,032           (8,122,960)
                                                                          -------------         ------------

FINANCING ACTIVITIES
   Proceeds of long-term debt, net of placement costs                          (326,774)           7,503,958
   Proceeds of issuance of stock, net of costs                                            
     of issuance and restricted proceeds                                        295,338              265,687
   Dividend payments                                                           (186,750)             (85,216)
   Principal payments on stockholder loans                                            0               27,500 
   Principal payments under capital lease obligations                            29,902               (9,525)
                                                                          -------------         ------------
                                                                                          
CASH PROVIDED BY FINANCING ACTIVITIES                                          (188,284)           7,702,404
                                                                          -------------         ------------
                                                                                          
NET DECREASE IN CASH AND CASH EQUIVALENTS                                      (225,427)          (1,048,494) 
                                                                                          
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD                               422,480            3,444,453 
                                                                          -------------         ------------
                                                                                          
CASH AND CASH EQUIVALENTS, AT END OF PERIOD                               $     197,053         $  2,395,959
                                                                          =============         ============
</TABLE>

See accompanying notes to financial statements.


<PAGE>   11

                          G & W ASSET MANAGEMENT, INC.
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                  (UNAUDITED)

NOTE 1 - ORGANIZATION

     G&W Asset Management, Inc. (the Company) was organized in 1991 to provide
     lines of credit to operating licensed premium finance companies in Florida
     and Georgia and intended to offer financing in other states.  The Company
     has expanded into Louisiana, Texas, Alabama, Tennesse since 1991.  The
     Company limits these lines of credit to those states that have state
     recovery funds to protect against insolvent insurance companies.

NOTE 2 - BASIS OF PRESENTATION

     The accompanying unaudited condensed financial statements are presented on
     the going-concern basis of accounting which contemplates the realization
     of assets and the settlement of liabilities and commitments in the normal
     course of business.  The Company has suffered recurring losses from
     operations and has a net capital deficit of $17.88 million at September
     30, 1996.  The consolidated financial statements include the accounts of
     G&W Asset Management, Inc. and its wholly-owned subsidiaries, including
     G&W Financial Corporation (GWFC), a Securities and Exchange Commission
     (SEC) registrant.  All significant intercompany balances and transactions
     have been eliminated in consolidation.  GWFC makes an elimination entry of
     $2 million to remove booked reserves, on a stand alone basis, on the loans
     to affiliates for the loan amount in excess of the equity of the
     affiliate.  The consolidated financial statements included herein have
     been prepared by the Company, without audit, pursuant to SEC rules and
     regulations.  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 or regulations, although the Company believes that the
     disclosures are adequate to make the information presented not misleading.
     These financial statements and the notes thereto should be read in
     conjunction with the Company's audited consolidated financial statements.

     In the opinion of the management of the Company, the accompanying
     unaudited consolidated financial statements contain all necessary
     adjustments to present fairly the financial position, the results of
     operations and cash flows for the period reported.  All adjustments are of
     a normal recurring nature.

     The results of operations for the above period is not necessarily
     indicative of the results expected for the year.

<PAGE>   12

                          G & W ASSET MANAGEMENT, INC.
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                  (UNAUDITED)

NOTE 3 - MERGER OF THE COMPANY

     On March 23, 1994, the Company acquired the voting common stock of an
     affiliated company, G&W Financial Corporation, (GWFC) in exchange for 
     $100,000 in notes payable to the Company's stockholders.  The acquisition
     was recorded as (i) a merger of the two companies accounted for in a
     manner similar to pooling of interests and (ii) distribution to the
     Company's stockholders.  Accordingly, the Company's financial statements
     have been restated to include the results of GWFC for all periods
     presented.


NOTE 4 - NOTES RECEIVABLE - FINANCE COMPANIES

     Notes receivable consist of thirteen 12%, one 14%, and one 15.96%
     revolving credit facilities loans due from insurance premium finance
     companies.  The maximum advances under the terms of the revolving credit
     facilities total $21,000,000.  As of September 30, 1996, $13,965,911
     gross, of which $9,058,550 is in bad debt reserves, has been advanced on
     these notes to non-affiliated companies.  The notes receivable are due on
     demand and are collateralized by certain invoices, insurance premium
     finance contracts and accounts receivable of the insurance premium finance
     companies.  Additionally, the notes are personally guaranteed by the
     owners of the insurance premium finance companies.  The note agreements
     provide for monthly servicing fees, in addition to contractual interest,
     ranging from .00% (zero percent) to .50% (one half of one percent) of the
     aggregate outstanding balance.  The insurance premium finance companies
     are required to deposit into a Company controlled bank account, all
     collections on the financed insurance premium, interest earned plus any
     application fees, late fees, and other administrative fees.  At September
     30, 1996, the insurance premium finance companies owed the Company
     $242,848 (net) for accrued interest and servicing fees.

NOTE 5 - PREMIUM FINANCE CONTRACTS

     Two of the Company's subsidiaries originate premium finance contracts
     directly with individuals over terms not exceeding 12 months at interest
     rates established by state jurisdictions.  The risk of loss has been
     increased by the downward movement of upfront downpayments in the premium
     finance market.  At September 30, 1996, the Company had contracts
     outstanding of $4,451,989 (net of bad debt reserves of $0.8 million), of
     which $2,448,473 was due from insurance companies.  The change in reserves
     are due to the higher reserves for the lower downpayments caused by market
     competition less actual losses experienced.

<PAGE>   13

                          G & W ASSET MANAGMENT, INC.
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                  (UNAUDITED)

NOTE 6 - PARTICIPATION NOTES RECEIVABLE

     Participation notes receivable consist of the Company's share of amounts
     due under certain participating loan agreements.  These agreements are
     with two limited partnership affiliates.  The Company has control and
     manages both partnerships.  The Company has undivided participation
     interests in loans made by the partnerships.  The participation consists
     of interest at 14% and service fees determinined by funds advanced by the
     Company compared to the total amount advanced.  The notes receivable are
     collateralized by insurance premium finance contracts and accounts
     receivable of the insurance premium finance companies.  Additionally, the
     notes are personally guaranteed by the owners of the insurance premium
     finance companies.  At September 30, 1996, there is $2,786 of accrued
     interest receivable on participation notes receivable.

NOTE 7 - LONG-TERM DEBT

<TABLE>
     <S>                                                                 <C>
     At September 30, 1996, long-term debt consisted of:

     Current Interest 9% Notes to individual investors, 
     interest payable quarterly which
     mature December 31, 1998                                            $9,980,000

     Capital Appreciation 9% Notes to individual investors 
     interest payable at maturity which
     mature December 31, 1998                                             5,591,207

     Recourse notes payable to individuals with interest payable 
     monthly and principal due after sale and acceptance of
     the note agreement by the Company as follows:

          11% note, 36 mo. term (due 1996)                                1,858,210

          10% note, 36 mo. term (due 1997 - 1998)                           551,000

          12% note, 60 mo. term (due 1999 - 2000)                         2,644,184

          7.5% note, 12 mo. term, (due 1996)                                 50,000
</TABLE>


<PAGE>   14

                          G & W ASSET MANAGEMENT, INC.
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                  (UNAUDITED)


NOTE 7 - LONG-TERM DEBT - continued

<TABLE>
     <S>                                                              <C>                            
          9% note, 24 mo. term, (due 1997)                            $   487,000

          10% note, 36 mo. term, (due 1998)                               379,000

          12% note, 60 mo. term, (due 2000)                             2,690,350

          8% note, 12 mo. term, (due 1996)                                  - 0 -   

          9% note, 24 mo. term, (due 1997)                                 25,000

          10% note, 36 mo. term, (due 1998)                             1,236,000

          10% note, 60 mo. term, (due 2000 - 2001)                      1,716,400

          11% note, 72 mo. term, (due 2001 - 2002)                      1,980,000

     Other notes payable at various interest rates                        147,424
                                                                      -----------
                                                                       29,335,775

     Less current maturities                                           (2,315,210)
                                                                      -----------

                                                                      $27,020,565
                                                                      ===========
</TABLE>

     The Current Interest Notes require quarterly interest payments while the
     Capital Appreciation Notes require interest to be reinvested and
     compounded quarterly until maturity.  Both notes bear interest at 3% above
     the five year U.S. Treasury Note, with a 9% minimum and a 12.5% maximum
     rate.  The interest rate at September 30, 1996 was 9.0%.

     The other notes were issued in private placements through NASD
     broker/dealers by the Company and are collateralized by a specific
     assignment of notes receivable.

     The notes are payable $2,315,210 in 1996, $803,000 in 1997, $17,196,699 in
     1998, $1,125,000 in 1999, $5,875,934 in 2000 and $330,000 in 2001.


<PAGE>   15

                          G & W ASSET MANAGEMENT, INC.
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                  (UNAUDITED)

NOTE 9 - COMMON STOCK (continued)

<TABLE>
<CAPTION>
                          9/30/96                      6/15/95                    12/31/94
                    Shares      Net Dollars      Shares        Dollars       Shares      Dollars
                    ------      -----------      ------        -------       ------      -------
     <S>          <C>            <C>            <C>            <C>          <C>          <C>
     Class A      3,021,912      $112,272       3,000,000      $    100     4,250,000    $     100

     Class B         87,469       449,088           - 0 -         - 0 -         - 0 -        - 0 -
</TABLE>

     Each unit of common stock purchased is accompanied by a redeemable warrant
     to purchase two shares of class B stock.  The warrants can be exercised
     anytime before December 31, 2000 at $8.25 per share.  The warrants are
     redeemable at the option of the Company at $.50 each anytime after
     December 31, 1995.  At September 30, 1996, there were 21,912 warrants
     outstanding from the regulation D common stock offering.

     The common stock offering was setup with a repurchase trust agreement for
     18% of the amount raised.  The trust is controlled by the Company and will
     be a restricted asset.  Accordingly, $75,044 has been presented as
     restricted cash in the September 30, 1996 Balance Sheet.

NOTE 10 - 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK

     As of September 30, 1996, the Company's preferred stock has accumulated
     dividends in arrears of approximately $172,000 and an additional
     accumulated liquidation preference, payable upon liquidation or
     redemption, of $109,000.  Accordingly, the aggregate redemption price of
     the preferred stock is approximately $2,769,000.

NOTE 11 - LOAN LOSSES AND PROVISION FOR LOSSES

     During 1996, the Company has taken an even more aggressive approach to
     loan evaluations and loss provisions based on three years of experience in
     loaning funds, two years experience as a premium finance company,
     knowledge gained from defaulted loans and assistance from outside
     consultants.  The competition in the premium finance industry has driven
     the downpayment rates significantly lower over the past 12 to 18 months.
     The results of the increased competition has been a higher risk of loss on
     contracts in order to stay competitive in the market.  Accordingly, the
     management has established increased reserves for the results of the
     higher risk.  The Company has established approximately $9,058,550 in
     reserves on loans and approximately $800,000 in reserves on premium
     finance contracts of affiliates.

<PAGE>   16

                                     ITEM 2

         ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS OF G&W FINANCIAL CORPORATION

GENERAL

         Nine Months Ended September 30, 1996

         The following discussion should be read in conjunction with the
accompanying unaudited condensed financial statements and notes attached
hereto.  Such financial statements and information reflect historic operations
of G&W Financial Corporation (Company) prior to April 1, 1996.  The discussions
below are limited to the activities of the Company and are not inclusive of the
activities of G&W Asset Management Inc. ("GWAM"), the parent company, other
than some references to GWAM because of the inter-relations of the Company and
it's parent.

         The Company and GWAM are both highly leveraged corporations.  As of
September 30, 1996, the Company held eight revolving credit facilities to
premium finance companies.  The Company's only source of revenue will be the
interest, payments and service charges derived from the eight loans and other
loans that it may originate (the "Loans").  The expenses of the Company will
consist of the Allowed Expenses as that term is defined under the terms of the
Indenture, which include (i) fees and expenses to the Trustee (Texas Commerce
Bank), (ii) up to $30,000 per calendar quarter administrative and operating
expenses, (iii) servicing fees, (iv) any federal, state and local taxes and
assessments, (v) bank service charges and account fees relating to the accounts
set up under the Servicing Agreement among the Company, the Trustee and GWAM,
the Servicer or pursuant to the Indenture, (vi) any legal or accounting fees
for service with regard to Loan origination, and (vii) the cost of reports,
certificates and opinions of attorneys and independent accountants required
under the Indenture.  The Servicing Agreement provides for GWAM to provide all
services required to administer the Loans for which GWAM receives a monthly fee
of 0.25% (one quarter of 1%) of the aggregate outstanding loan balances per
month for the first $5,000,000 in aggregate loans and 0.33% (one third of 1%)
per month on the aggregate loan balance over $5,000,000.

         For the nine month period ended September 30, 1996, the Company
expensed no fees to GWAM pursuant to the terms of the Servicing Agreement.  The
earnings of the Company have been insufficient to cover interest payments to
current interest noteholders and Allowed Expenses due to lawsuits and loan loss
provisions established based on history of findings in the lawsuits and
operations.  GWAM has subordinated its rights to receive servicing fees and
agreed to pay, for the moment, all general and administrative costs, to the
extent current earnings remain insufficient to cover such costs.  Any future
reimbursement will come only from future income above the amount needed to
repay the noteholders.

RESULTS OF OPERATIONS

         Nine Months Ended September 30, 1996

         During the nine month period ended September 30, 1996, the Company
incurred a net loss of $3,437,978 on total revenues of $1,371,722 as compared
to the same period in 1995 net loss of $308,513 on total revenues of
$1,329,571.  The increase in the September 30, 1996 net loss is primarily
attributable to an $3,103,300 increase in the provision for possible loan
losses.  During 1996, the Company recorded additional allowances of $3,103,300
to increase the total to $5,903,300 in provisions for possible loan losses on
loans in excess of $12,501,000 gross (including three loans in default).  The
Company is aggressively pursuing its legal remedies with respect to collection
of these balances.

         The Company's operating activities include providing lines of credit
to two affiliated licensed premium finance companies.  During 1995, these two
affiliated premium finance companies incurred significant operating losses in
connection with providing financing on certain insurance premiums.
Accordingly, during 1995, the Company recorded an allowance for possible loan
losses against the receivables of the two affiliates in the amount of
$2,000,000 in order to adjust the carrying value to the book value of the net
assets available to pay down the receivables.



<PAGE>   17

       The Company generated revenues of $1,371,722 for the nine month period
ended September 30, 1996 compared to $1,329,571 for the nine month ended
September 30, 1995.  The increase of $42,151 or 3%, reflects the increase in
the weighted average notes receivable balance outstanding during the first nine
months of 1996, which was funded during the debt issuance.

       Interest expense decreased to $1,031,207 for the nine month period
ended September 30, 1996 compared to $1,107,206 for the nine month period ended
September 30, 1995.  The decrease is due to a reduction in the interest rate
paid from 9.8% in June 1995 to 9.0% in September 1996.

       The total provision for loan losses increased to $5,903,300 at September
30, 1996 compared to $115,772 as September 30, 1995.  The majority of the
increase was in the fourth quarter of 1995 as discussed above.  The increase
during the nine month period ended September 30, 1996 was $3,103,300.  The
increase was additional provisions against the defaulted loans and initial
provisions against current loans based on more stringent evaluation with
assistance of outside consultants.

       Management has determined it is necessary to be more aggressive with
loan loss provisions based on two years of experience, the knowledge gained
from the due process of attempting to recover defaulted loans and assistance of
outside consultants.  During 1996, the competitiveness of the premium finance
industry has continued which has caused the default rates of the insured and
insurance agents to increase.  Due to the trend of the market, the management
determined that it was necessary during the fourth quarter to obtain the
assistance of outside consultants to help evaluate the adequacy of loss
reserves, lending criteria and policies to recover defaults.  Accordingly, the
Company continues to recognize the need for agressive pursuit of the defaulters
in addition to increasing its loss reserves by $3,103,300 in the first nine
months of 1996 for defaulted loans and current loans for future possible loan
losses.

       Management's more aggressive approach includes an evaluation of all
loans to determine collectible amounts and to adjust provisions accordingly on
a monthly basis.  Management is taking the necessary steps to deal with the
losses and provisions, including changes in personnel, changes in certain
underwriting policies, and the aggressive pursuit of legal remedies with
respect to collection of amounts owed under receivables in default.  Management
is concentrating more on the creditworthiness of the companies, the companies
principals and the adequacy of the pledged collateral.

       Amortization of debt issuance costs increased to $271,656 for the nine
month period ended September 30, 1996 compared to $164,655 for the nine month
period ended September 30, 1995.  The increase of $107,001 reflects increases
in deferred debt issuance costs until March 30, 1995, when the offering closed.

       Servicing fees to the parent decreased to $0 for the nine month period
ended September 30, 1996 compared to $279,305 for the nine month period ended
September 30, 1995.  The decrease is due to the parent company's subordination
of its rights to fees until such time as the Company is sufficiently profitable
to cover all prior losses and debt issuance costs.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

       Nine Months Ended September 30, 1996

       During the nine months ended September 30, 1996, the Company incurred a
net loss of $3,437,978, had $566,040 in negative cash flow from operations and,
as of September 30, 1996, had a net capital deficiency of $7,096,701.  The
Company's parent incurred a consolidated net loss of $11,607,832, had
$3,093,175 in negative cash flow from its consolidated operating activities
and, as of September 30, 1996, had a consolidated net capital deficiency of
$17,888,553. Management's plans in regard to these matters are discussed
below.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

       Cash used in operating activities was $566,040 for the nine months ended
September 30, 1996 compared to $618,295 for the nine months ended September 30,
1995.  The net loss for the nine months ended September 30, 1996 was incurred
principally as a result of the $3,103,300 non-cash provision for possible loan
losses, $271,656 non-cash amortization and $354,133 non-cash deferred interest
on capital appreciation notes.

<PAGE>   18

        There was positive cash provided by investing activities of $565,013
for the nine months ended September 30, 1996.  The positive cash was due to
collections on existing loans being closed out.  As of September 30, 1995, the
Company used cash in investing activities of $4,643,411 to fund new and
existing loans.

        The Company currently is actively seeking additional financing through
a combination of debt and equity and has retained investment advisors to assist
in identifying and securing additional financing.  No assurances can be given
that such financing will be obtained or that, in the event such financing is
obtained, that the Company will achieve profitability or positive cash flow.
The parent company is also considering a restructuring of its current debt.

        During 1996, the Company has taken an even more aggressive approach to
loan evaluation and loss provisions with assistance from outside consultants. 
The results of this approach not only has an effect on operating losses but
also on cash flow.  The nature of this business is such that the timely return
of principal in order to generate new loans determines the profitability of the
Company.  Accordingly, the defaults on the outstanding loans have impeded the
profitability and general liquidity of the Company.

        The Company has a commitment to fund $14.0 million in loans to
insurance premium finance companies.  At September 30, 1996, the Company had
advanced $12,501,486 under the credit facilities, including $5,141,034 to
affiliates. It is anticipated that the Company can meet the demands of the
insurance premium finance companies to fund loans to them as they originate
premium finance contracts by taking proceeds from defaulted contracts and using
those proceeds to meet the current contract demands.

        The loan portfolio of the company is collateralized by insurance
premium finance contracts which finance nonstandard auto insurance and other
personal property lines of insurance.  The Company, as a matter of policy,
generally requires a minimum downpayment of at least 15%, restricts
concentrations of insurance company underwriting policies to less than 20% for
any one company of the total portfolio and only finances in states that have a
state-sponsored recovery fund in order to reduce the risk of loss in the
transaction.  The state recovery funds provide a means for collection of
unearned premiums from insurance companies that become insolvent.

CAPITAL RESOURSES

        The Company's primary source of capital is from proceeds generated from
the placement of its Notes, through an active public registration placed by
NASD broker/dealers to individual investors.  The maximum aggregate offering
price was $20,000,000 consisting of $10,000,000 under the Current Interest
Notes and $10,000,000 under the Capital Appreciation Notes.  As of September
30, 1996, the Company has raised $9,980,000 and $4,647,000 of the Current
Interest and Capital Appreciation Notes, respectively.  The offering was closed
on March 30, 1995.

INFLATION

        The effect of inflation and the increase in interest rates have not
adversely affected the Company in 1996.  The per annum cost of the notes is
9.0% as of September 30, 1996 and the Company expects that rate to remain
during 1996. The rates adjust semi-annually on January 1 and July 1 of each
year based on the five-year U.S. treasury notes as quoted in the Wall Street
Journal.  The rate has a floor and a ceiling of 9.0% and 12.5% respectively.

<PAGE>   19

OUTLOOK FOR REMAINDER OF 1996

       The Company does not expect any changes in the market for the remainder
of the year.  During 1996, the competition in the premium finance industry has
continued the trend of lower downpayments which creates higher defaults by
insureds and insurance agents.  There have been some indications that the
industry is leveling off with the reduced downpayments, although no significant
changes will be seen in 1996.  The Company will continue to aggressively
scrutinize loss reserves and loans through the remainder of 1996 in an attempt
to balance the earnings potential with the market risk.  The Company does
expect the interest rate to hold steady at 9.0%. The management of the Company
and the parent company continues to look at all viable options to restructure
the loans and obtain additional financing.  Management is optimistic that they
will be able to restructure, although, there is no guarantee that management
will be able to achieve any of its financing options.  Management is also
optimistic that recent changes in personnel and underwriting policies are
having a positive influence on the performance of the Company and are hopeful
that results for the final quarter of 1996 and throughout 1997 will show
significant improvement.

<PAGE>   20

PART II.

         ITEM 1. LEGAL PROCEEDINGS

         There have been no material developments in the legal proceedings
previously disclosed in the Company's Annual Report on Form 10-KSB.

         ITEM 2. CHANGES IN SECURITIES

         There have been no material modifications in the instruments defining
the rights of Noteholders.  None of the rights evidenced by the Notes have been
materially limited or qualified by the issuance or modification of any other
class of securities.

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         There have been no material defaults in the payment of principal,
interest, sinking fund installment or any other material default not cured
within 30 days, with respect to any indebtedness of the Company exceeding five
percent (5%) of the total assets of the Company.

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

         During the period covered by this report, no matters were submitted to
the vote of the Securityholders of the Company.

         ITEM 5. OTHER INFORMATION

         No information to report.

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
              
         (a)  1. Exhibits

             Financial Statements and Schedules:

                      The financial statements listed in the Contents to 
                      Financial Statements are filed as part of this quarterly
                      report.  No financial statement schedules are required 
                      to be filed as part of this quarterly report because all
                      information otherwise included in schedules has been 
                      incorporated into the Notes to Financial Statements (for 
                      SEC use only).

          (a) 2. Exhibits


EXHIBIT NO.  DESCRIPTION                                                   PAGE

*4.1         Indenture dated March 5, 1993 between G&W
                      Financial Corporation and Texas Commerce Bank,
                      formerly known as Ameritrust Texas National
                      Association, as Trustee
       
*4.2         Form of Current Interest Note due December 31, 1998
       
*4.3         Form of Capital Appreciation Note due December 31, 1998
       
**10.1       Loan and Security Agreement dated May 28, 1993
                       between Senate Acceptance Corporation and the Company
       
**10.2       $500,000 Promissory Note dated June 17, 1993
                      executed by Senate Acceptance Corporation and
                      payable to the Company
       
**10.3       Loan and Security Agreement dated July 27, 1993
                      between All Florida Premium Finance, Inc. and the
                      Company

<PAGE>   21

EXHIBIT NO.     DESCRIPTION                                                 PAGE

**10.4          $1,000,000 Promissory Note dated July 27, 1993
                          executed by All Florida Premium Finance, Inc. and
                          payable to the Company

**10.5          Loan and Security Agreement dated August 13, 1993
                          between Apple Premium Finance Service Company 
                          and the Company

**10.6          $2,000,000 Promissory Note dated August 13, 1993
                          executed by Apple Premium Finance Service Company
                          and payable to the Company

**10.7          Loan and Security Agreement dated September 28, 1993
                          between Louisiana Automotive Financial Service, Inc.
                          and the Company

**10.8          $3,000,000 Promissory Note dated September 28,1993
                          executed by Louisiana Automotive Financial Service,
                          Inc. and payable to the Company

**10.9          Stock Purchase Agreement between Donald A. Wagley
                          and Priscilla J. Granese as Sellers and G&W Asset
                          Management, Inc. as Purchasers date March 23, 1994

**10.10         $80,000 Promissory Note dated March 23, 1994
                          executed by G&W Asset Management, Inc. and
                          payable to Donald A. Wagley

**10.11         $20,000 Promissory Note dated March 23, 1994
                          executed by G&W Asset Management, Inc. and
                          payable to Priscilla J. Granese

****10.12       Loan and Security Agreement dated April 14, 1994
                          between R&R Financial Corporation and the Company

****10.13       $1,000,000 Promissory Note dated April 14, 1994
                          executed by R&R Financial Corporation and payable to
                          the Company

****10.14       Loan and Security Agreement dated April 20, 1994
                          between South General Premium Finance, Inc. and 
                          the Company

****10.15       $1,000,000 Promissory Note dated April 20, 1994
                          executed by South General Premium Finance, Inc.
                          and payable to the Company

****10.16       Loan and Security Agreement dated December 30,
                          1993 between American Premium Plan Service Corp. and
                          the Company

<PAGE>   22

EXHIBIT NO. DESCRIPTION                                                    PAGE
          
          
          
****10.17   $2,000,000 Promissory Note dated December 30,
                      1993 executed by American Premium Plan
                      Service Corp. and payable to the Company
          
****10.18   Loan and Security Agreement dated February 8,
                      1994 between Express Premium Finance
                      Corp. and the Company
          
****10.19   $2,000,000 Promissory Note dated February 8,
                      1994 executed by Express Premium
                      Finance Corp. and payable to the
                      Company
          
****10.20   Loan and Security Agreement dated March 15,
                      1994 between Dome Premium Service Company, 
                      Inc. and the Company
          
****10.21   $1,000,000 Promissory Note dated March 15,
                      1994 executed by Dome Premium Service
                      Company, Inc. and payable to the Company   
          
****10.22   Loan and Security Agreement dated March 18,
                      1994 between Capital Premium Finance Corp. 
                      and the Company
          
****10.23   $1,000,000 Promissory Note dated March 18,
                      1994 executed by Capital Premium Finance
                      Corp. and payable to the Company
          
**24.1      Power of Attorney
          
*                     Incorporated by reference to the Company's
                      Registration Statement on Form SB-2 (File No. 33-53656-A)
          
**                    Incorporated by reference to the Company's Form
                      10-KSB for the fiscal year ending December 31, 1993
                      filed on March 30, 1994
          
***                   Incorporated by reference to the Company's Form
                      10-QSB for the quarterly period ending March 31, 1993
          
****                  Incorporated by reference to the Company's Form
                      10-QSB for the six month period ending June 30, 1994
          
(b)                   Reports on Form 8-K:

                             No reports on form 8-K were filed during the third
                      quarter of the Company's fiscal year, 1996.


<PAGE>   23

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                           G&W FINANCIAL CORPORATION
                                    


                                           By: /s/ Donald A. Wagley
                                              -----------------------------
                                               Donald A. Wagley, President


        Pursuant to the requirements of the Securities Exchange Act of 1934,
this form 10-QSB Was signed by the following persons in the capacities
indicated on November 15, 1996.



                                 
Signature                        Title
                                 
                                 

/s/ Donald A. Wagley
------------------------------   President and a Director (principal executive
Donald A. Wagley                 officer)
                                 
                                 

/s/ Priscilla J. Granese
------------------------------   Vice President, Secretary, Treasurer and a
Priscilla J. Granese             Director (principal financial officer)