<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 March 31, 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
                     MARCH 31, 1996 AND DECEMBER 31, 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                  1996                 1995
                                                                  ----                 ----
<S>                                                           <C>                  <C>
                                      ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                   $     1,491          $     8,663
  Interest receivable                                           1,235,779            1,012,358
  Notes receivable (NOTES 3 AND 4)                              8,589,972           10,266,499
                                                              -----------          -----------
       Total Current Assets                                     9,827,242           11,287,520
                                                              -----------          -----------

OTHER ASSETS
  Debt issuance costs, net of accumulated amortization          1,026,533            1,117,085
                                                              -----------          -----------
       Total Other Assets                                       1,026,533            1,117,085
                                                              -----------          -----------

TOTAL ASSETS                                                  $10,853,775          $12,404,605
                                                              ===========          ===========

                            LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
  Due to affiliate                                            $  (141,200)         $   613,417
  Accrued interest payable                                        224,550              224,033
  Other accrued expenses                                                0                8,804
                                                              -----------          -----------
       Total Current Liabilities                                   83,350              846,254
                                                              -----------          -----------

LONG-TERM DEBT (NOTES 3 AND 4)                                 15,321,699           15,217,074
                                                              -----------          -----------

TOTAL LIABILITIES                                              15,405,049           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                                                      (4,571,274)          (3,678,723)
                                                              -----------          -----------
      Total Stockholders' Deficit                              (4,551,274)          (3,658,723)
                                                              -----------          -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $10,853,775          $12,404,605
                                                              ===========          ===========
</TABLE>

  See accompanying notes to financial statements.
<PAGE>   3
                           G&W FINANCIAL CORPORATION

                            STATEMENTS OF OPERATIONS
         FOR THE QUARTER AND THREE MONTHS ENDED MARCH 31,1996 AND 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                        --------- 1996 ---------      -------- 1995 --------
                                                        YEAR TO                     YEAR TO
                                         QUARTER         DATE         QUARTER         DATE
                                        ---------      ---------      --------      --------
<S>                                     <C>            <C>            <C>           <C>
REVENUES
  Interest                                502,975      $ 502,975       379,087      $379,087
  Other income                                  0              0         1,220         1,220
                                        ---------      ---------      --------      --------
     Total Revenues                       502,975        502,975       380,307       380,307
                                        ---------      ---------      --------      --------

OPERATING EXPENSES
  Interest                                329,175        329,175       333,034       333,034
  Bad debt                                937,670        937,670             0             0
  Amortization of debt issuance costs      90,552         90,552        54,885        54,885
  General & administrative expenses            15             15            10            10
  Professional fees                        35,600         35,600             0             0
  Servicing fees                                0              0        60,873        60,873
  Trustee fees                              2,513          2,513             0             0
  Other                                         1              1           168           168
                                        ---------      ---------      --------      --------
       Total Operating Expenses         1,395,526      1,395,526       448,970       448,970
                                        ---------      ---------      --------      --------

LOSS BEFORE INCOME TAXES                 (892,551)      (892,551)      (68,663)      (68,663)

INCOME TAXES                                    0              0             0             0
                                        ---------      ---------      --------      --------

NET LOSS                                $(892,551)     $(892,551)     $(68,663)     $(68,663)
                                        =========      =========      ========      ========
</TABLE>



See accompanying notes to financial statements.
<PAGE>   4
                           G&W FINANCIAL CORPORATION

                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                           1996           1995
                                                           ----           ----
<S>                                                     <C>          <C>
OPERATING ACTIVITIES
  Net loss                                              $(892,551)   $  (68,663)
  Adjustments to reconcile net loss to net cash
     provided by operating activities
        Amortization of debt issuance costs                90,552        54,885
        Interest on capital appreciation notes             79,057        79,057
        Bad debt reserves                                 937,670             0
        Changes in assets and liabilities:
          Increase in interest receivable                (223,421)      (33,296)
          Increase in due to affiliate                   (754,617)     (163,860)
          Increase in accrued interest payable                517        73,935
          Increase (decrease) in accrued commissions            0        19,840
          Decrease in other accrued expenses               (8,804)      (19,389)
                                                        ---------    ----------

CASH PROVIDED (USED) BY OPERATING ACTIVITIES             (771,597)      (57,491)
                                                        ---------    ----------

INVESTING ACTIVITY
  Notes receivable (originations) repayments              738,857    (3,501,364)
                                                        ---------    ----------

FINANCING ACTIVITIES
  Proceeds of long-term debt, net of placement costs       25,568     3,593,006
  Sales of capital stock                                        0             0
                                                        ---------    ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  25,568     3,593,006
                                                        ---------    ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                  (7,172)       34,151

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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD             $   1,491    $  952,928
                                                        =========    ==========
</TABLE>




See accompanying notes to financial statements.
<PAGE>   5
                           G&W FINANCIAL CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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
         $4.55 million at March 31, 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
                                 MARCH 31, 1996
                                  (UNAUDITED)

NOTE 3 - NOTES AND INTEREST RECEIVABLE

         Notes receivable consist of six 12% revolving credit facility loans
         and two 14% revolving credit facility loans due from insurance premium
         finance companies. The maximum advances under the terms of the
         revolving credit facilities total $15,000,000. As of March 31, 1996,
         $8,589,972, net of $3,737,670 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 March 31, 1996, the insurance
         premium finance companies owed the Company $1,235,779 for accrued
         interest and servicing fees. The Company has established bad debt
         reserves of $3,737,670 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

         At  March 31, 1996, long-term debt consisted of:

<TABLE>
         <S>                                                         <C>
         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                                5,341,699
                                                                     -----------

                                                                     $15,321,699
                                                                     ===========
</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% on
         the subsequent rate setting date of January 1, 1996.
<PAGE>   7
                           G&W FINANCIAL CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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
         March 31, 1996 was $691,699.

NOTE 5 - LITIGATION

         The Company has two of its loans in litigation as of March 31, 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, but the company has established loss reserves of
         $525,000 for these loans. The current balances on these loans at March
         31, 1996 are $1,007,346. There are limited collections still being
         received on these loans 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 is increasing reserves on the
         higher risk. The Company has established approximately $3,730,000 in
         reserves on both current and defaulted loans.
<PAGE>   8
                           G&W ASSET MANAGEMENT, INC.

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


<TABLE>
<CAPTION>
                                                                           1996                 1995
                                                                           ----                 ----
                                      ASSETS
<S>                                                                    <C>                  <C>
CURRENT ASSETS
  Cash and cash equivalents                                            $   148,767          $   422,480
  Restricted Cash                                                           75,044                    0
  Accounts receivable                                                      883,033              764,318
  Due from affiliates                                                      242,980              170,484
  Premium finance notes receivable (NOTE 5)                              3,559,553            3,196,293
  Participation and other notes receivable (NOTE 6)                        690,538              581,338
  Interest receivable                                                      915,310            1,020,817
  Notes receivable (NOTES 4 & 8)                                        13,455,951           16,250,709
  Deferred offering costs                                                   34,762               31,446
                                                                       -----------          -----------
       Total Current Assets                                             20,005,938           22,437,885
                                                                       -----------          -----------

PROPERTY  AND EQUIPMENT
  Equipment under capital lease                                            214,128              214,128
  Furniture and fixtures                                                   301,194              301,194
  Less accumulated depreciation and amortization                          (257,590)            (238,165)
                                                                       -----------          -----------
       Total property and equipment                                        257,732              277,157
                                                                       -----------          -----------

OTHER ASSETS
  Debt issuance costs, net of accumulated amortization                   1,859,563            1,919,668
  Investments in and advances to partnerships                              977,487            1,385,571
  Other assets                                                              38,979               62,728
                                                                       -----------          -----------
       Total other assets                                                2,876,029            3,367,967
                                                                       -----------          -----------

TOTAL ASSETS                                                           $23,139,699          $26,083,009
                                                                       ===========          ===========

                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                $   222,204          $   299,591
  Participation note payable to affiliate                                1,752,441            1,819,441
  Due to affiliates                                                      1,776,233              672,500
  Accrued interest                                                         495,015              355,114
  Commissions payable                                                            0               11,200
  Unearned interest                                                        313,897                  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                                         6,905,966            5,753,135
                                                                       -----------          -----------

ACCRUED COMMISSIONS                                                        157,930              256,535
                                                                       -----------          -----------

NOTES PAYABLE TO STOCKHOLDERS (NOTE 3)                                      72,500               72,500
                                                                       -----------          -----------

OBLIGATIONS UNDER CAPITAL LEASE                                             95,020              104,624
                                                                       -----------          -----------

LONG-TERM DEBT (NOTE 7)                                                 27,067,369           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                               2,188,030            2,188,030
  Common stock, Class A, no par value, authorized
     5,000,000 shares, outstanding 3,014,213 shares (NOTE 9)                62,302               53,284
  Common stock, Class B, no par value, authorized
     5,000,000 shares, outstanding 56,849 shares (NOTE 9)                  248,810              212,738
  Additional paid-in capital                                               254,900              254,900
  Deficit                                                              (13,913,128)          (9,078,261)
                                                                       -----------          -----------
      Total Stockholders' Equity (Deficit)                             (11,159,086)          (6,369,309)
                                                                       -----------          -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                   $23,139,699          $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 THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                           ---------- 1996 ----------   --------- 1995 ---------
                                                            YEAR TO                     YEAR TO
                                            QUARTER          DATE        QUARTER         DATE
                                           ----------      ----------   ---------      ---------
<S>                                        <C>             <C>          <C>            <C>
REVENUES
  Interest                                 $1,079,591      $1,079,591   $ 837,732      $ 837,732
  Fees                                        475,370         475,370     252,368        252,368
                                           ----------      ----------   ---------      ---------
       Total Revenues                       1,554,961       1,554,961   1,090,100      1,090,100
                                           ----------      ----------   ---------      ---------

OPERATING EXPENSES
  Interest                                    778,206         778,206     666,969        666,969
  Amortization of private placement costs     159,042         159,042     139,142        139,142
  Bad debt                                  4,725,168       4,725,168      36,890         36,890
  Professional fees                            67,295          67,295           0              0
  Depreciation and amortization                19,425          19,425      22,071         22,071
  Marketing                                    71,558          71,558      61,655         61,655
  Salaries                                    226,776         226,776     276,981        276,981
  General and administrative                  161,317         161,317     156,660        156,660
  Service bureau expenses                      38,153          38,153      26,474         26,474
  Other                                        80,388          80,388      39,151         39,151
                                           ----------      ----------   ---------      ---------
       Total Operating Expenses             6,327,328       6,327,328   1,425,993      1,425,993
                                           ----------      ----------   ---------      ---------

LOSS BEFORE INCOME TAXES                   (4,772,367)     (4,772,367)   (335,893)      (335,893)

INCOME TAXES                                        0               0           0              0
                                           ----------      ----------   ---------      ---------

NET LOSS                                   (4,772,367)     (4,772,367)   (335,893)      (335,893)
                                           ==========      ==========   =========      =========
</TABLE>

See accompanying notes to financial statements.
<PAGE>   10
                           G&W ASSET MANAGEMENT, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                      1996            1995
                                                                      ----            ----
<S>                                                               <C>             <C>
OPERATING ACTIVITIES
  Net loss                                                        $(4,772,367)    $ (335,893)
  Adjustments to reconcile net loss to net cash
     used in operating activities
        Amortization                                                  159,042        139,142
        Depreciation                                                   19,425         22,071
        Interest on capital appreciation notes                        104,625         79,057
        Bad debt reserves                                           3,992,570              0
        Changes in assets and liabilities:
          Increase in accounts receivable                            (118,715)    (1,106,491)
          Decrease in due from affiliates                             (72,496)       376,399
          Decrease in interest receivable                             105,507         60,896
          Increase in other assets                                     23,749       (464,442)
          Increase in accounts payable and accrued expenses           (77,387)       138,194
          Increase in unearned interest                               313,784        711,514
          Increase in due to affiliates                             1,103,733              0
          Increase in accrued interest                                139,901        125,065
          Increase (Decrease) in accrued commissions                 (109,805)       (29,030)
                                                                  -----------     ----------

CASH USED IN OPERATING ACTIVITIES                                     811,566       (283,518)
                                                                  -----------     ----------

INVESTING ACTIVITIES
  Deferred offering costs                                              (3,316)       (10,634)
  Additions to property and equipment                                       0         (5,261)
  Participation notes receivable (origination)/reduction             (109,200)      (250,000)
  Premiun finance contracts origination                              (463,260)    (2,333,379)
  Notes receivable origination                                     (1,097,812)    (2,617,483)
  (Investments) receipts in partnerships                              408,084       (551,884)
                                                                  -----------     ----------

CASH USED IN INVESTING ACTIVITIES                                  (1,265,504)    (5,768,641)
                                                                  -----------     ----------

FINANCING ACTIVITIES
  Proceeds of long-term debt, net of placement costs                  263,075      4,538,946
  Proceeds of issuance of stock, net of costs
    of issuance and restricted proceeds                                45,090              0
  Dividend payments                                                   (62,500)             0
  Principal payments on stockholder loans                                   0        (27,500)
  Principal payments under capital lease obligations                    9,604         (7,238)
                                                                  -----------     ----------

CASH PROVIDED BY FINANCING ACTIVITIES                                 255,269      4,504,208
                                                                  -----------     ----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                            (198,669)    (1,547,951)

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD                     422,480      3,444,453
                                                                  -----------     ----------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                       $   223,811     $1,896,502
                                                                  ===========     ==========
</TABLE>


See accompanying notes to financial statements.
<PAGE>   11
                          G & W ASSET MANAGEMENT, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 intends to offer financing in
         other states. 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
         $11.16 million at March 31, 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
                                 MARCH 31, 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 March 31, 1996, $13,455,951
         gross, including $4,692,570 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 March 31, 1996, the insurance
         premium finance companies owed the Company $905,474 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 March 31, 1996, the Company had 
         contracts outstanding of $3,559,553, net of bad debt reserves of $1.5
         million, of which $1,578,170 was due from insurance companies. The
         increased reserves are due to the lower downpayments taken by the
         competition.
<PAGE>   13
                          G & W ASSET MANAGEMENT, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 determined
         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 March 31, 1996, there is $9,836 of accrued interest receivable on
         participation notes receivable.


NOTE 7 - LONG-TERM DEBT

         At March 31, 1996, long-term debt consisted of:

<TABLE>
         <S>                                                        <C>
         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                                            5,341,699

         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)                     2,230,210

                 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)                      68,000
</TABLE>
<PAGE>   14
                          G & W ASSET MANAGEMENT, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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)                        17,000

                 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)             1,863,000

         Other notes payable at various interest rates                  153,736
                                                                    -----------

                                                                     29,382,579

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

                                                                    $27,067,369
                                                                    ===========
</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 March 31, 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
                                 MARCH 31, 1996
                                  (UNAUDITED)


NOTE 8 - LITIGATION

         The Company was served with a new lawsuit filed against it during the
         third quarter of 1995. One of the premium finance companies to which
         the Company has a loan, filed a lawsuit in order to be released from
         the remainder of the loan to the Company. The Company anticipates the
         lawsuit to be withdrawn or settled. The balance outstanding on the
         loan in question is $188,800 plus interest. The Company has not
         established a loss reserve for this loan as of March 31, 1996.

         One of the Company's subsidiaries has two of its loans in litigation
         as of March 31, 1996. Both of these loans are currently in default and
         have been called by the Company. The current balances on these loans
         at March 31, 1996 are $1,007,346. The Company has established bad debt
         reserves of over $500,000 for these loans. There are insignificant
         collections still being received on these loans 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 an issue in these 
         lawsuits.

         The Company and two of its limited partnerships (LP) have initiated
         legal proceedings seeking recovery against the holder of an
         outstanding loan due to the LP which is currently in default and in
         which the Company participates. The LP has obtained a default
         judgement against a guarantor of the debt, however, at this time the
         loan remains in default and the Company and its LP are continuing to
         pursue collection on the loan. At March 31, 1996, the aggregate
         outstanding balance was $4,539,031 of which the Company's
         participation share was $1,280,538. The Company has established
         reserves of $590,000, although it is currently unable to determine the
         amount of any potential loss which may arise as a result of this 
         matter.


NOTE 9 - COMMON STOCK

         The Company's Board of Directors voted to approve a 1:0 to 1:42
         reverse stock split effective for all Common A stock as of June 15,
         1995. The stock split was done in conjunction with a common stock
         offering for Common A and B stock. The stock offering by the Company
         is for $6.50 a share for both A and B stock. The purchaser must
         purchase stock in units consisting of one share of A and four shares
         of B stock. As of March 31, 1996, the Company had sold $461,900 of A
         and B stock. The table below illustrates the stock shares at December
         31, 1994, after the reverse stock split on June 15, 1995 and as of
         March 31, 1996 after stock sales.
<PAGE>   16
                          G & W ASSET MANAGEMENT, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                  (UNAUDITED)

NOTE 9 - COMMON STOCK  (continued)


<TABLE>
<CAPTION>
                         3/31/96               6/15/95             12/31/94
                     Shares    Dollars     Shares    Dollars   Shares    Dollars
                     ------    -------     ------    -------   ------    -------
         <S>       <C>         <C>       <C>         <C>     <C>         <C>
         Class A   3,014,213   $ 92,480  3,000,000   $  100  4,250,000   $  100

         Class B      56,849    369,520      - 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 March 31, 1996, there were 14,213
         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 March 31, 1996 Balance Sheet.

NOTE 10 - 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK

         As of March 31, 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 $84,000. Accordingly, the aggregate redemption price of
         the preferred stock is approximately $2,744,000.

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 $4,700,000 in reserves on loans and approximately
         $1,500,000 in reserves on premium finance contracts of affiliates.
<PAGE>   17
                                     ITEM 2

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

GENERAL

         Three Months Ended March 31,1996

         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
March 31, 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 in 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 three month period ended March 31,1996, 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

         Three Months Ended March 31, 1996

         During the three month period ended March 31,1996, the Company
incurred a net loss of $892,551 on total revenues of $502,975 as compared to
the same period in 1995 net loss of  $68,663 on total revenues of $380,307. The
increase in the March 31, 1996 net loss is primarily  attributable to an
$937,670 increase in the provision for possible loan losses. During 1996, the
Company recorded additional allowances of $937,670 to increase the total to
$3,737,670 in provisions for possible loan losses on loans in excess of
$12,300,000 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>   18
         The Company generated revenues of $502,975 for the quarter ended March
31, 1996 compared to $380,307 for the quarter ended March 31, 1995. The
increase of $121,668 or 32%, reflects the increase in the weighted average
notes receivable balance outstanding during the first quarter of 1996, which
was funded during the debt issuance.

         Interest expense decreased to $329,175 for the quarter ended March 31,
1996 compared to $333,034 for the quarter ended March 31, 1995. The decrease is
due to a reduction in the interest rate paid from 9.8% in March 1995 to 9.0% in
March 1996.

         The total provision for loan losses increased to $3,737,670 at March
31, 1996 compared to $115,772 as March 31, 1995. The majority of the increase
was in the fourth quarter of 1995 as discussed above. The increase during the
three month period ended March 31, 1996 was $937,670. 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. Accordingly, the Company increased its loss reserves by
$937,670 in the first quarter 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 in the process of 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 $90,552 for the
quarter ended March 31, 1996 compared to $54,885 for the quarter ended March
31, 1995. The increase of $35,667 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 quarter ended
March 31, 1996 compared to $60,873 for the quarter ended March 31, 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

         Three Months Ended March 31,1996

         During the three months ended March 31,1996, the Company incurred a
net loss of $892,551, had $771,597 in negative cash flow from operations and,
as of March 31,1996, had a net capital deficiency of $4,551,274. The Company's
parent incurred a consolidated net loss of $4,772,367, had $811,566 in negative
cash flow from its consolidated operating activities and, as of March 31,1996,
had a consolidated net capital deficiency of $11,159,086.  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 $771,597 for the quarter ended
March 31, 1996 compared to $57,491 for the quarter ended March 31, 1995. The
net loss for the three months ended March 31, 1996 was incurred principally as
a result of the $937,670 non-cash provision for possible loan losses, $90,552
non-cash amortization and $79,057 non-cash deferred interest on capital
appreciation notes.

         There was positive cash provided by investing activities of $738,857
for the quarter ended March 31, 1996. The positive cash was due to collections
on existing loans being closed out.  As of March 31, 1995, the Company used
cash in investing activities of $3,501,364 to fund new and existing loans.
<PAGE>   19
         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 March 31,1996, the Company had advanced
$12,327,642 under the credit facilities, including $5,171,982 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 non-standard 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 RESOURCES

         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 March 31,
1996, the Company has raised $9,980,000 and $4,650,000 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 March 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.

OUTLOOK FOR REMAINDER OF 1996

         The Company expects the remainder of the year to be very similar to
the first quarter of 1996. The competition in the premium finance industry has
driven the downpayment rates significantly lower over the last twelve to
eighteen months. 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.
<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 Content 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).

<TABLE>
<CAPTION>
EXHIBIT NO.      DESCRIPTION                                                       PAGE
-----------      -----------                                                       ----
<S>              <C>                                                               <C>
*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
                                                                               
</TABLE>
<PAGE>   21

<TABLE>
<CAPTION>
EXHIBIT NO.      DESCRIPTION                                                       PAGE
-----------      -----------                                                       ----
<S>              <C>                                                               <C>
**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

**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
</TABLE>
<PAGE>   22
<TABLE>
<CAPTION>
EXHIBIT NO.      DESCRIPTION                                                       PAGE
-----------      -----------                                                       ----
<S>              <C>                                                               <C>
****10.16        Loan and Security Agreement dated December 30,
                          1993 between American Premium Plan Service Corp.
                          and the Company

****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
                          first quarter of the Company's fiscal year, 1996.
</TABLE>
<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, President
                                           -------------------------------------
                                               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 19, 1996.




<TABLE>
<CAPTION>
Signature                               Title
---------                               -----
<S>                                     <C>
\s\Donald A. Wagley                     President and a Director (principal
------------------------------          executive officer)
Donald A. Wagley                        



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