WSFL Woodstock Holdings Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2009

OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ________ to ________

Woodstock Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Georgia		6211		58-2161804
(State of Jurisdiction of Incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

117 Towne Lake Pkwy, Ste 200 Woodstock, Georgia		30188
(Address of principal executive offices)		(Zip Code)

770-516-6996

(Telephone Number)

Raike Financial Group, Inc.

(Former name)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES   ý   NO ¨

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or small reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨		Smaller reporting company	ý
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes  ý No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 17,619,028 shares of common stock, $.01 par value per share, issued and outstanding as of November 12, 2009.

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  WOODSTOCK FINANCIAL GROUP, INC.

INDEX

			Page No.
PART I	FINANCIAL STATEMENTS
Item 1.	Financial Statements		3
	Balance Sheets (unaudited) at September 30, 2009 and (audited) at December 31, 2008		3
	Statements of Operations (unaudited) for the Three Months And Nine Months Ended September 30, 2009 and 2008		4
	Statements of Cash Flows (unaudited) for Nine Months Ended September 2009 and 2008		5
	Notes to Financial Statements (unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		11
Item 4.	Controls and Procedures		11
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		12
Item 1A.	Risk Factors		12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		12
Item 3.	Defaults Upon Senior Securities		12
Item 4.	Submission of Matters to a Vote of Security Holders		12
Item 5.	Other Information		12
Item 6.	Exhibits		12

This Report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements appear in a number of places in this Report and include all statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (1) the Company’s financing plans; (2) trends affecting the Company’s financial condition or results of operations; (3) the Company’s growth strategy and operating strategy; and (4) the declaration and payment of dividends. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors discussed herein and those factors discussed in detail in the Company’s filings with the Securities and Exchange Commission.

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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

WOODSTOCK FINANCIAL GROUP, INC.

Balance Sheets

		September 30,		December 31,
		2009		2008
		(unaudited)		(audited)
Assets
Cash and cash equivalents	$	607,769		976,450
Clearing deposit		131,062		130,887
Commissions receivable		670,411		555,309
Furniture, fixtures, and equipment, at cost, net of accumulated
depreciation of $166,351 and $157,892, respectively		20,706		25,786
Building, net of accumulated depreciation of $130,285 and       $104,253 respectively		1,147,001		1,173,035
Other assets		299,478		78,829
	$	2,876,427		2,940,296
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable	$	60,470		46,710
Commissions payable		544,384		427,426
Preferred dividends payable		15,137		30,274
Other liabilities		22,059		3,479
Long term mortgage payable		957,547		967,408
Total Liabilities		1,599,597		1,475,297
Shareholders’ Equity:
Series A preferred stock of $.01 par value;
5,000,000 shares authorized,
86,500 shares issued and outstanding           (liquidation value of $865,000)		865		865
Common stock of $.01 par value; 50,000,000 shares authorized;
17,941,772 shares issued		179,418		179,418
Additional paid-in capital		3,689,778		3,689,778
Accumulated deficit		(2,437,276)		(2,249,107)
Treasury stock 322,744 shares, carried at cost		(155,955)		(155,955)
Total Shareholders’ Equity		1,276,830		1,464,999
	$	2,876,427		2,940,296

See accompanying notes to unaudited financial statements.

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WOODSTOCK FINANCIAL GROUP, INC.

Statements of Operations

(unaudited)

For the Three Months and Nine Months Ended September 30, 2009 and 2008

		Three Months				Nine Months
		Ended September 30		Ended September 30
		2009		2008		2009		2008
Operating income:
Commission revenue	$	2,256,476		1,639,227		6,114,316		5,439,703
Interest income		38,300		5,585		101,595		129,653
Other fees		214,385		186,592		586,759		621,761
Total operating income		2,509,161		1,831,403		6,802,670		6,191,117
Operating expenses:
Commissions to brokers		1,991,652		1,343,852		5,254,937		4,625,985
Clearing costs		41,872		34,192		128,975		108,622
Selling, general and administrative expenses		505,755		485,014		1,561,516		1,387,235
Total operating expenses		2,539,279		1,863,058		6,945,428		6,121,841
Net income (loss)	$	(30,118)		(31,655)		(142,758)		69,276
Basic and diluted earnings (loss) per share	$	0.00		0.00		(0.01)		0.00

See accompanying notes to unaudited financial statements.

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WOODSTOCK FINANCIAL GROUP, INC.

Statements of Cash Flows

(unaudited)

For the Nine Months Ended September 30, 2009 and 2008

		2009		2008
Cash flows from operating activities:
Net income (loss)	$	(142,758)		69,276
Adjustments to reconcile net earnings to net cash used
by operating activities:
Depreciation		34,492		40,108
Change in commissions and fees receivable		(115,102)		17,319
Change in other assets		(220,824)		(8,153)
Change in accounts payable		13,760		(16,842)
Change in commissions payable		116,958		(78,254)
Change in other liabilities		18,580		13,662
Net cash provided (used) by operating activities		(294,894)		37,116
Cash flows used by investing activities consisting of
purchases of furniture, fixtures and equipment		(3,378)		(4,016)
Cash flows used by financing activities:
Cash dividends paid on preferred stock		(60,548)		(60,548)
Repayment of borrowings		(9,861)		(9,858)
Net cash used by financing activities		(70,409)		(70,406)
Net change in cash		(368,681)		(37,306)
Cash at beginning of period		976,450		1,118,542
Cash at end of period	$	607,769		1,081,236
Supplemental cash flow information:
Cash paid for interest	$	57,436		62,922

See accompanying notes to unaudited financial statements.

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WOODSTOCK FINANCIAL GROUP, INC.

Notes to Financial Statements

(1)

Organization

Woodstock Financial Group, Inc. (the “Company”) is a full service securities brokerage firm, which has been in business since 1995.  The Company is registered as a broker-dealer with the Financial Industry Regulatory Authority (“FINRA”) in 50 states, Puerto Rico, Washington D.C. and also as a municipal securities dealer with the Municipal Securities Regulation Board.  The Company is subject to net capital and other regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company offers full service commission and fee-based money management services to individual and institutional investors.  The Company maintains a custody-clearing relationship with Southwest Securities, Inc.  In 2005, the Company, as a registered investment advisor, created a managed account program named the “RFG Stars Program”.  Through the RFG Stars Program, the Company provides investment advisory services to clients.  All RFG Stars Program client accounts are maintained with Fidelity Registered Investment Advisor Group (“FRIAG”), an arm of Fidelity Investments.  FRIAG provides brokerage, custody, and clearing services to RFG Stars Program clients.

The interim financial statements included herein are unaudited, but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the interim period presented.  All such adjustments are of a normal recurring nature.  The results of operations for the period ended September 30, 2009 are not necessarily indicative of the results of a full year’s operations.

The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States of America (“GAAP”).  In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts in the financial statements.  Actual results could differ significantly from those estimates.

(2)

Stock-Based Compensation

The Company sponsors a stock-based incentive compensation plan for the benefit of certain employees.

The Company did not grant any options during the first, second or third quarters of 2009 and did not recognize any related expense during the periods.

During October 2009, the Company granted a total of 500,000 options as part of an employment and compensation package with a strike price of $.01.  The market value of the Company’s stock was $.015 per share at the time of grant.  These options will vest 100,000 shares at a time, over 5 years starting in 2009.  The fair value of these options, using the Black-Scholes pricing model was $.015 per share.  The Company will recognize expense related to these options of $7,500.  

(3)

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2009-01, Topic 105 - Generally Accepted Accounting Principles - amendments based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles . This ASU reflected the issuance of FASB Statement No. 168. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles . This Accounting Standards Update includes Statement 168 in its entirety, including the accounting standards update instructions contained in Appendix B of the Statement. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. The Codification is effective for the third quarter of 2009, and accordingly, the Quarterly Report on Form 10-Q for the quarter ending September 30, 2009 and all subsequent public filings will reference the Codification as the sole source of authoritative literature.

In June 2009, the FASB issued ASU No. 2009-02, Omnibus Update-Amendments to Various Topics for Technical Corrections . This omnibus ASU detailed amendments to various topics for technical corrections. The adoption of ASU 2009-02 did not have a material impact on the Company’s financial statements.

 

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WOODSTOCK FINANCIAL GROUP, INC.

Notes to Financial Statements, concluded

In August 2009, the FASB issued ASU No. 2009-03, SEC Update - Amendments to Various Topics Containing SEC Staff Accounting Bulletins . This ASU updated cross-references to Codification text. The adoption of ASU 2009-03 did not have a material impact on the Company’s financial statements. 

 

In August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) - Measuring Liabilities at Fair Value . This ASU amends Subtopic 820-10, Fair Value Measurements and Disclosures to provide guidance on the fair value measurement of liabilities. The adoption of ASU 2009-05 did not have a material impact on the Company’s financial statements.

In September 2009, the FASB issued ASU No. 2009-07, Technical Corrections to SEC Paragraphs . This Accounting Standards Update corrected SEC paragraphs in response to comment letters. The adoption of ASU 2009-07 did not have material impact on the Company’s financial statements.

(4)

Subsequent Events

The Company performed an evaluation of subsequent events through November 12, 2009, the date upon which the Company’s quarterly report on Form 10-Q was filed with the SEC.  

During October 2009, the Company granted a total of 500,000 options as part of an employment and compensation package with a strike price of $.01.  The market value of the Company’s stock was $.015 per share at the time of grant.  These options will vest 100,000 shares at a time, over 5 years starting in 2009.  The fair value of these options, using the Black-Scholes pricing model was $.015 per share.  The Company will recognize expense related to these options of $7,500.  

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

WOODSTOCK FINANCIAL GROUP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

For the Three Months and Nine Months Ended September 30, 2009 and 2008

OVERVIEW

The following discussion should be read in conjunction with the Financial Statements of the Company and the Notes thereto appearing elsewhere herein.

FORWARD-LOOKING STATEMENTS

The following is our discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements.  This commentary should be read in conjunction with the financial statements and the related notes and the other statistical information included in this report.

This report contains “forward-looking statements” relating to, without limitation, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of management, as well as assumptions made by and information currently available to management.  The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.  Our actual results may differ materially from the results discussed in the forward-looking statements, and our operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in our filings with the SEC, including, without limitation:

·

significant increases in competitive pressure in the financial services industries;

·

changes in political conditions or the legislative or regulatory environment;

·

general economic conditions, either nationally or regionally and especially in our primary service area, becoming less favorable than expected;

·

changes occurring in business conditions and inflation;

·

changes in technology;

·

changes in monetary and tax policies;

·

changes in the securities markets; and

·

other risks and uncertainties detailed from time to time in our filings with the SEC.

OVERVIEW AND GENERAL INDUSTRY CONDITIONS

Our primary sources of revenue are commissions earned from brokerage services. Our principal business activities are, by their nature, affected by many factors, including general economic and financial conditions, movement of interest rates, security valuations in the marketplace, regulatory changes, competitive conditions, transaction volume and market liquidity. Consequently, brokerage commission revenue and investment banking fees can be volatile. While we seek to maintain cost controls, a significant portion of our expenses is fixed and does not vary with market activity. As a result, substantial fluctuations can occur in our revenue and net income from period to period.

The Company is a licensed insurance broker and we receive commission revenue as a result of our insurance operations.  The Company continues to grow this business; however does not regard insurance revenue as material at this time.

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WOODSTOCK FINANCIAL GROUP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS, continued

For the Three Months and Nine Months Ended September 30, 2009 and 2008

RESULTS OF OPERATIONS – QUARTERS ENDED SEPTEMBER 30, 2009 AND 2008

Total operating income for the quarter ended September 30, 2009 increased by $677,758, or approximately 37%, to $2,509,161, from $1,831,403 for the comparable period in 2008.  

Commission revenue for the quarter ended September 30, 2009 increased by $617,248, or approximately 38%, to $2,256,476 from $1,639,227 for the comparable period in 2008. This increase was principally due to an increase in transactional business for the quarter.  The number of registered representatives has increased over those in the comparable period in 2008.

Interest income for the quarter ended September 30, 2009 increased by $32,715, or approximately 586%, to $38,300 from $5,585 for the comparable period in 2008.  This increase in interest earned is primarily the result of the clearing agent having inadvertently paid the Company approximately $40,000 of interest during the second quarter of 2008 to which the Company was not entitled.  The error was corrected in the third quarter of 2008, when funds were returned to the clearing agent.  In addition, there was a decrease in the Company’s marginal interest rate received from margin accounts and customer accounts held by our clearing agent, and an overall decline in short-term rates in the market place.

Other fees, from clearing transaction charges and other income, for the quarter ended September 30, 2009 increased by $27,793, or approximately 15%, , to $214,385 from $186,592 compared to the same period in 2008.  This increase was principally due to fees on the increase of transactional business during the third quarter, which correlates with the increase in commission revenue during the quarter.

Total operating expenses for the quarter ended September 30, 2009 increased by $676,221, or approximately 36%, to $2,539,279 from $1,863,058 for the same period in 2008.  The increased expense was due primarily to the increased commissions paid to brokers, which correlates with the increase in commission revenue during the quarter.

Commissions to brokers for the quarter ended September 30, 2009 increased by $647,800, or approximately 48%, to $1,991,652 from $1,343,852 for the comparable period in 2008.  This increase correlates with the increase in commission revenue during the quarter.

Clearing costs were $41,872 for the quarter ended September 30, 2009, up from $34,192 the prior year.  As a percentage of commission revenue, clearing costs were approximately 1.9% for the quarter ended September 30, 2009, compared to approximately 2.1% for the comparable period in 2008 .   

Selling, general and administrative expense for the quarter ended September 30, 2009 increased by $20,741, or approximately 4%, to $505,755 from $485,014 for the comparable period in 2008.  

Net loss was $30,118 for the quarter ended September 30, 2009, compared to a net loss of $31,655 for the comparable period in 2008.  

RESULTS OF OPERATIONS – NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

Total operating income for the nine months ended September 30, 2009 increased by $611,553, or approximately 10%, to $6,802,670 from $6,191,117 for the comparable period in 2008.  

Commission revenue for the nine months ended September 30, 2009 increased by $674,613, or approximately 12%, to $6,114,316 from $5,439,703 for the comparable period in 2008.  This increase was principally due to an increase in transactional business. The number of registered representatives has increased over those in  the comparable period in 2008.

  

Interest income for the nine months ended September 30, 2009 decreased by $28,058, or approximately 22%, to $101,595 from $129,653 for the comparable period in 2008. This increase in interest earned is primarily the result of the clearing

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agent having inadvertently paid the Company approximately $40,000 of interest during the second quarter of 2008 to which the Company was not entitled, the error was corrected in the third quarter of 2008, when funds were returned to the clearing agent.  In addition, there was a decrease in the Company’s marginal interest rate received from margin accounts and customer accounts held by our clearing agent, and an overall decline in short-term rates in the market place.

Other fees, from clearing transaction charges and other income, for the nine months ended September 30, 2009 decreased by $35,002, or approximately 6%, to $586,759 from $621,761 for the comparable period in 2008.  This decrease is primarily due to the decrease in the clearing fees passed on to customers per transaction, in order to retain business during a down turn in the financial markets.

Total operating expenses for the nine months ended September 30, 2009 increased by $823,587, or approximately 13%, to $6,945,428 from $6,121,841 for the comparable period in 2008.  The increased expense was due primarily to the increased commissions paid to brokers, which correlates to the increase in commission revenue.

Commissions to brokers for the nine months ended September 30, 2009 increased by $628,951, or approximately 14%, to $5,254,937 from $4,625 for the comparable period in 2008.  This increase coincides with the increase in commission revenue during the nine months.

Clearing costs for the nine months ended September 30, 2009 increased by $20,353, or approximately 19%, to $128,975 from $108,622 for the comparable period in 2008.  As a percentage of commission income clearing costs were 2.1% in 2009 compared to 2.0% in 2008.   

Selling, general and administrative expense for the nine months ended September 30, 2009 increased $174,281, or approximately 13%, to $1,561,516 from $1,387,235 for the comparable period in 2008.  This increase was due to primarily increases in regulatory assessments, legal fees, marketing and salaries.  

Net loss was $142,758 for the nine months ended September 30, 2009 compared to a net profit of $69,276 for the comparable period in prior year.  

LIQUIDITY AND CAPITAL RESOURCES

Our assets are reasonably liquid with a substantial majority consisting of cash and cash equivalents, and receivables from other broker-dealers and our clearing agent, all of which fluctuate depending upon the levels of customer business and trading activity. Receivables from broker-dealers and our clearing agent turn over rapidly.  Both our total assets, as well as the individual components as a percentage of total assets, may vary significantly from period to period because of changes relating to customer demand, economic, market conditions and proprietary trading strategies.  Our total net assets at September 30, 2009 were $2,876,427 of which $607,769 is cash and cash equivalents.

As a broker-dealer, we are subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule15c3-1).  The Rule requires maintenance of minimum net capital and that we maintain a ratio of aggregate indebtedness (as defined) to net capital (as defined) not to exceed 15 to 1.  Our minimum net capital requirement is $100,000.  Under the Rule we are subject to certain restrictions on the use of capital and its related liquidity.  Our net capital position at September 30, 2009 was $767,213 and our ratio of aggregate indebtedness to net capital was .84 to 1.

Historically, we have financed our operations through cash flow from operations and the private placement of equity securities. We have not employed any significant leverage or debt to fund operating needs.

We believe that our capital structure is adequate for our current operations.  We continually review our overall capital and funding needs to ensure that our capital base can support the estimated needs of the business.  These reviews take into account business needs as well as the Company's regulatory capital requirements.  Based upon these reviews, to take advantage of strong market conditions and to fully implement our expansion strategy, we will continue to pursue avenues to decrease costs and increase our capital position.

The Company's cash and cash equivalents decreased by $368,681 to $607,769 as of September 30, 2009, from $976,450 as of December 31, 2008.  This overall decrease was due to net cash used by operating activities of $294,894 cash used in investing activities of $3,378, and cash used by financing activities of $70,409.

On September 2, 2009 the Company refinanced $957,547 of the original mortgage of 1,000,000 on the current office space at 117 Towne Lake Parkway, Woodstock, GA  30188.  The refinancing of $957,547 is a 5-year balloon, amortized on a 25-year basis, at a fixed rate interest rate of 7.00%.  Subsequent to the closing of this refinance on this commercial

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loan, Woodstock Financial pays a monthly fee of $4,700 for condo association fees, in addition to the mortgage payment of $6,770.

EFFECTS OF INFLATION AND OTHER ECONOMIC FACTORS

Market prices of securities are generally influenced by changes in rates of inflation, changes in interest rates and economic activity generally.  Our revenues and net income are, in turn, principally affected by changes in market prices and levels of market activity.  Moreover, the rate of inflation affects our expenses, such as employee compensation, occupancy expenses and communications costs, which may not be readily recoverable in the prices of services offered to our customers.  To the extent inflation, interest rates or levels of economic activity adversely affect market prices of securities, our financial condition and results of operations will also be adversely affected.

Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

 

The Company does not invest or trade in market sensitive investments.

Item 4.  

Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to the Company that is required to be included in the Company’s periodic filings with the SEC.  There have been no significant changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.

Legal Proceedings

In the normal course of business Woodstock, as a regulated broker dealer, is subject to examinations, inquiries and requests from Customers, the SEC, FINRA and state regulators.  We are not aware of any matter at this time that would have material impact on the company’s financial position.

Item 1A.    

Risk Factors

None

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

None    

Item 5.

Other Information

None.

Item 6.

Exhibits  

31.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WOODSTOCK FINANCIAL GROUP, INC.
Date: November 12, 2009	By:	/S/ WILLIAM J. RAIKE, III
		William J. Raike, III
		President, Chief Executive Officer and Director
Date: November 12, 2009	By:	/S/ MELISSA L. WHITLEY
		Melissa L. Whitley
		Chief Financial and Accounting Officer

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