U.S. SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C.  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 
 
[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF 
     THE EXCHANGE ACT 
  
           For the transition period from ___________  to 
___________. 
 
                           Commission File No. 0-17117 
 
                        WALL STREET FINANCIAL CORPORATION 
        (Exact name of Small Business Issuer as specified in
its Charter) 
 
Incorporated under the laws of  
     the State of Delaware                            
99-0240826 
  (State or other jurisdiction               (IRS Employer
Identification No.) 
of incorporation or organization) 
 
                       1088 Bishop Street, Suite 1104 
                             Honolulu, HI 96813 
                  (Address of principal executive offices) 
 
                               (808) 526-3999 
                          Issuer's telephone number 
 
                               Not applicable 
    (Former name, address and 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 Securities Exchange Act of 1934, during the
preceding 12 
months (or for such shorter period that the Registrant was
required to file such 
reports), and (2) has been subject to such filing requirements
for the past 90 
days.  Yes  X       No    
 
State the number of shares outstanding of each of the issuer s
classes of common 
stock, as of the latest practicable date: 
 
Class of Common Stock                      Outstanding at 
September 30, 1996 
 
    $.01 par value                                        
15,273,759  
 
Transitional Small Business Disclosure Format (Check one) Yes  
  No  X 
 











                                 FORM 10-QSB 
 
                     FINANCIAL STATEMENTS AND SCHEDULES 
                     WALL STREET FINANCIAL CORPORATION 
 
                    For the Quarter ended September 30, 1996 
 
The following financial statements and schedules of the
registrant and its 
consolidated subsidiaries are submitted herewith: 
 
                      PART I  -  FINANCIAL INFORMATION 
           
Item 1.        Financial Statements 
 
                  Consolidated Balance Sheets - September 30,
1996 and 
                     December 31, 1995                         
    .....3
 
                  Statement of Operations - Three months 
                     ended September 30, 1996 and 1995         
    .....5
 
                  Statements of Cash Flows - Three months 
                     ended September 30, 1996 and 1995         
    .....6
                     
               Notes to Financial Statements                   
    .....7
 
Item 2.        Management Discussion and Analysis of  
               Financial Condition and Results of Operations   
    .....8
 
 
                         PART II - OTHER INFORMATION 
 
Item 1.        Legal Proceedings                               
    ....11
 
Item 2.        Changes in Securities                           
    ....11
 
Item 3.        Defaults Upon Senior Securities                 
    ....11
 
Item 4.        Submission of Matter to a Vote of Security
Holders   ....11
 
Item 5.        Other Information                               
    ....12
 
Item 6.(a)     Exhibits                                        
    ....12
 
Item 6.(b)     Reports on Form 8-K                             
    ....12



















                                      -2-
               Wall Street Financial Corporation and Subsidiary 
                    CONDENSED CONSOLIDATED BALANCE SHEETS 
 
 
                                         September 30,         
December 31,
                                 Note         1996             
     1995 
 
 
       Asset

 
Advances Receivable- 
 Other, less allowance of $3,106,854          
 in 1995 and $3,232,769 at 09/30/96            14,499          
       $1,850
Marketable Equity Securities-at cost                           
      125,000
Auto                                            3,950
 Less:  accumulated depreciation                1,053
                                                -----
       Auto-net                                 2,897
                                                -----
Building Improvements                          10,954
 Less:  accumulated depreciation                2,746
                                                -----
       Building Improvements-net                8,208
                                                -----
Plant and Equipment 
 Furniture and fixtures                         5,425          
        2,925
 Equipment                                     13,446          
        6,602
                                               ------          
        -----
                                               18,871          
        9,527
 Less:  accumulated depreciation                5,305          
        2,412
                                               ------          
        -----
       Plant and equipment-net                 13,566          
        7,115
Other Assets                                  519,904          
      165,209
Notes Receivable (WSF Stock Bonus Plan)       100,000
Deferred Expenditure                           26,844          
       26,844
Forest Resource                           134,500,000          
  134,500,000
Shares Held as Collateral                                      
      171,900
                                         ------------          
 ------------
                                         $135,185,918          
 $134,997,918
                                         ============          
 ============

















                                      -3-
              Wall Street Financial Corporation and Subsidiary 
                   CONDENSED CONSOLIDATED BALANCE SHEETS 
 
                                         Notes September 30,   
 December 31,
                                                     1996      
    1995 
 
 Liabilities and Shareholders' Equity 
 
Current Liabilities 
 Short-term debt                                    $1,393     
     $10,939
 Convertible promissory notes payable              675,000     
   2,775,000
Accounts payable-trade                             268,909     
     169,058
Accrued liabilities 
     Payroll taxes                                  79,675     
      79,675
     Interest payable-officers                      29,989     
       8,326
     Interest payable                              192,309     
     483,650
                                                   -------     
     -------
                                                   301,973     
     571,651
                                                   -------     
     -------
Other current liabilities 
     Litigation settlement                         215,000     
     215,000
     Other                                          12,733
                                                 ---------     
   ---------
     Total current liabilities                   1,475,008     
   3,741,648
Notes Payable-Officers                             194,085     
     409,222
Notes Payable                                   52,618,825     
  51,358,825
                                                ----------     
  ----------
     Total liabilities                          54,287,918     
  55,509,695
 
Deferred Revenue                                67,250,000     
  67,250,000
 
Shareholders' Equity 
 Common stock-authorized, 25,000,000 
     shares of $.01 par value; issued 
     and outstanding 13,446,759 shares 
     in 1995 and 15,273,759 at 09/30/96            152,737     
     134,468
 Additional paid-in capital                     14,153,455     
  12,699,898
 Accumulated deficit                              (123,192)    
    (561,143)
                                                -----------    
  -----------
                                                14,183,000     
  12,273,223
 Less: 
     Reserve in land contract valuation            (13,000)    
     (13,000)
     Subscription receivable                       (10,000)    
     (10,000)
     Treasury stock                                (12,000)    
     (12,000)
     Shares issued, unpaid                        (500,000)
                                              -------------    
-------------
                                              $135,185,918     
$134,997,918
                                              =============    
=============
 
 
 












                                      -4-

<TABLE>
                          Wall Street Financial Corporation and
Subsidiary 
                               CONSOLIDATED STATEMENTS OF
OPERATIONS 
<CAPTION> 
                                            for Quarter ended  
       for the nine months ended
                                               September 30,   
               September 30, 
                                             1996         1995 
          1996           1995
<S>                                          <C>          <C>  
          <C>            <C>
Revenue
 Operating                                   40,681            
         101,220
 Land Sale Option                                         
1,000         320,000            1,000
                                            -------       
------        -------           -------
                                             40,000       
1,000         421,220            1,000
                                            -------       
------        -------           -------

Expenses
 Cost of sales                               24,369            
         225,745
 Operating expenses                          15,517       
3,204         488,997          223,167
 Interest expenses                            6,386      
21,505         (54,057)         215,700 
 Depreciation                                 2,516         
477           6,692            1,429
 Other expenses                               2,575          
70           4,841              393
                                           ---------    
--------        --------        ---------
                                             51,363     
194,412         672,218          440,689
                                           ---------    
--------        --------        ---------

Income/(loss) from continuing operations    (10,682)   
($24,256)       (250,998)       ($439,689)

Other Income
 Restructure of debt                                           
         264,292
 Adjustment of Prior Year's Expense                            
         424,656
                                           --------   
----------       ---------       ----------
Income/(loss) from operations              ($10,682)   
($24,256)       $437,950        ($439,689)
                                           ========   
==========       =========       ==========

Net loss per share continuing operations    ($0.01)     
($0.01)         ($0.02)          ($0.03)
Income per share-other income                                  
            .05
                                            -------     
-------         -------          -------
Net income/(loss) per share from operations ($0.01)     
($0.01)          $0.03           ($0.03)
                                             ======     
=======          =====           =======

</TABLE>






























                                      -5-
               Wall Street Financial Corporation and Subsidiary
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                        Nine Months Ended September 30, 
 
 
                                                      1996     
         1995

 
Cash flows from operating activities:
   Net income/(loss) from operations                $437,951   
   ($523,269)
Items not affecting working capital
   depreciation                                        6,692   
       1,429
Changes in assets and liabilities:
   increase/(decrease) in assets & liabilities    (2,197,525)  
     425,756
                                                  -----------  
    ---------
                                                  (1,752,882)  
     (96,084)
                                                  -----------  
    ---------
Cash flows from investing activities:
   Purchase of auto                                   (3,950)
   Purchase of furniture                              (2,500)
   Purchase of equipment                              (6,844)
   Addition to building improvements                 (10,954)
   Addition to notes receivable                     (100,000)
   Addition to other assets                         (354,696)
   Investment in real estate                                   
      (4,359)
   Advances (to) affiliates                                    
     (18,020)
   Investment in unconsolidated subsidiary                     
    (137,214)
                                                    ---------  
    ---------
Net cash used in investing activities               (478,944)  
    (159,592)
                                                    ---------  
    ---------
Cash flows from financing activities:
   Proceeds from securities                        1,471,826
   Proceeds from convertible notes payable         1,260,000   
     189,890
   Proceeds from notes payable-officers                        
      57,815 
   Costs of obtaining funding                                  
      (1,689)
   Shares issued, unpaid                            (500,000)
                                                   ---------   
     --------
                                                   2,231,826   
     246,017
                                                   ---------   
     --------
Net (decrease) in cash                                     0   
      (9,660)
Cash at beginning of year                                  0   
      11,356
                                                      ------   
     --------
Cash at end of period                                     $0   
      $1,696
                                                      ======   
     ========

Cash paid during the period for:
Interest                                                  $0
















                                      -6-

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act
of 1934, the
Registrant Certified that it has reasonable grounds to believe
that it meets all
requirements for filing on Form 10-QSB, and has duly caused
this Disclosure
Statement to be signed on its behalf by the undersigned.



Dated:     August 12, 1996


                                WALL STREET FINANCIAL
CORPORATION

                          
                                   /s/  Gerhart W. Walch
                                   Principal Executive Officer












































                                     -13-