UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005
COMMISSION FILE NUMBER 1-31292
EMPIRE FINANCIAL HOLDING COMPANY
--------------------------------
(Exact name of small business issuer as specified in its charter)
FLORIDA 56-3627212
------- ----------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2170 WEST STATE ROAD 434, Suite 100 LONGWOOD, FL 32779
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
407-774-1300
------------
(Registrant's Telephone Number, Including Area Code)
Check whether the registrant has (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 [ ]
As of May 18, 2005, there were 3,979,692 shares of common stock, par value $.01
per share, outstanding.
PART I
FINANCIAL INFORMATION
PAGE NO.
Item 1. Financial Statements .......................................... 3
Consolidated Statement of Financial Condition, March 31, 2005 . 3
Consolidated Statement of Income, Three Months Ended
March 31, 2005 and 2004 ....................................... 4
Consolidated Statement of Cash Flows, Three Months Ended
March 31, 2005 and 2004 ....................................... 5
Selected Notes to Unaudited Consolidated Financial Statements . 6
Item 2. Management's Discussion and Analysis or Plan of Operation ..... 10
Item 3. Controls and Procedures ....................................... 12
PART II
OTHER INFORMATION
Item 1. Legal Proceedings ............................................. 13
Item 2. Unregistered Sales of Securities and Use of Proceeds .......... 13
Item 3. Defaults Upon Senior Securities ............................... 13
Item 4. Submission of Matters to a Vote of Security Holders ........... 13
Item 5. Other Information ............................................. 13
Item 6. Exhibits and Reports on Form 8-K .............................. 13
Signatures ............................................................. 15
2
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (Unaudited)
March 31, 2005
ASSETS
Cash and equivalents ............................................. $ 745,027
Trading account securities purchased not yet sold, at fair value . 908,728
Receivables from customers ....................................... 94,222
Receivables from brokers and dealers and clearing organizations .. 1,018,753
Deposits at clearing organizations ............................... 606,279
Furniture and equipment, net of accumulated depreciation ......... 133,688
Prepaid expenses and other assets ................................ 193,690
Deferred offering expenses ....................................... 96,176
-----------
TOTAL ASSETS ............................................. $ 3,796,563
===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES:
Notes payable .................................................. $ 1,225,000
Notes payable-convertible debt ................................. 472,089
Notes payable-related parties .................................. 441,667
Accounts payable, accrued expenses and other liabilities ....... 1,865,917
Trading account securities, sold not yet bought, at fair value . 299,843
Payable to brokers, dealers and clearing organizations ......... 800,984
-----------
TOTAL LIABILITIES ........................................ 5,105,500
-----------
SHAREHOLDERS' DEFICIT:
Convertible preferred stock, $.01 par value,
1,000,000 shares authorized;
10,000 issued and outstanding ............................... 100
Common stock, $.01 par value,
100,000,000 shares authorized;
3,979,692 shares issued and outstanding ..................... 39,798
Additional paid-in capital ..................................... 6,500,692
Deferred compensation .......................................... (52,767)
Accumulated deficit ............................................ (7,796,760)
-----------
TOTAL SHAREHOLDERS' DEFICIT .............................. (1,308,937)
-----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT ........... $ 3,796,563
===========
See accompanying notes to the selected consolidated financial statements
3
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
THREE MONTHS
THREE MONTHS ENDED
ENDED MARCH 31, 2004
MARCH 31, 2005 (RESTATED)
-------------- --------------
REVENUES:
Commissions and fees .................... $ 4,064,326 $ 4,415,068
Order execution, trading revenues, net .. 1,745,901 824,545
Interest ................................ 49,311 39,203
Other ................................... 77,222 41,263
----------- -----------
5,936,760 5,320,079
----------- -----------
EXPENSES:
Employee compensation and benefits ...... 1,304,343 808,849
Commissions and clearing costs .......... 3,572,373 3,871,206
Interest ................................ 29,160 27,849
Communications and data processing ...... 89,243 32,847
General and administrative .............. 704,057 644,758
----------- -----------
5,699,176 5,385,509
----------- -----------
NET INCOME (LOSS) ............................. 237,584 (65,430)
Preferred stock dividend ................ (6,750) (6,750)
----------- -----------
Net income (loss) applicable to common
shareholders ................................. $ 230,834 $ (72,180)
=========== ===========
Basic and diluted earnings per share applicable
to common shareholders:
Earnings (loss) per share-basic and diluted ... $ 0.06 $ (0.02)
=========== ===========
Weighted average shares outstanding:
Basic ................................... 3,559,877 3,194,450
=========== ===========
Diluted ................................. 3,945,922 3,194,450
=========== ===========
See accompanying notes to the selected consolidated financial statements
4
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
THREE MONTHS
THREE MONTHS ENDED
ENDED MARCH 31, 2004
MARCH 31, 2005 (RESTATED)
-------------- --------------
OPERATING ACTIVITIES:
Net income (loss) ......................................................... $ 237,584 $ (65,430)
Adjustments to reconcile net income (loss) to net cash
(used in) by operating activities:
Depreciation ............................................................ 12,786 5,946
Amortization ............................................................ - 46,499
Changes in assets and liabilities:
Trading account securities, at fair value ............................. 1,152,643 (805,569)
Receivables from customers ............................................ (94,222) -
Receivable from brokers and dealers and clearing organizations ........ 1,130,368 (261,159)
Deposits at clearing organizations .................................... (199,007) 927
Prepaid expenses and other assets ..................................... (7,589) (57,685)
Cash overdraft ........................................................ (144,202) -
Accounts payable, accrued expenses and other liabilities .............. (468,124) (155,720)
Payable to brokers and dealers and clearing organizations ............. 530,617 928,843
Trading account securities sold but not yet purchased, at fair value .. (2,359,838) 22,252
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES ................................. (208,984) (341,096)
----------- -----------
INVESTING ACTIVITIES:
Purchases of furniture and equipment ...................................... (9,601) (57,686)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES ................................. (9,601) (57,686)
----------- -----------
FINANCING ACTIVITIES:
Deferred offering expenses ............................................ (96,176) -
Payments on notes payable ............................................. (104,000) (52,778)
Payments on notes payable-related ..................................... (30,092) -
Proceeds from issuance of notes payable ............................... 850,000 72,089
Proceeds from sale of common stock .................................... 250,000 101,500
Increase in deferred compensation ..................................... - 24,156
Decrease in stock subscription receivable ............................. 50,000 -
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES ............................. 919,732 144,967
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS ................................... 701,147 (253,815)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .............................. 43,880 393,284
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR .................................... $ 745,027 $ 139,469
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest ................................................................ $ 29,160 $ 4,396
=========== ===========
Supplemental disclosures of Non-cash financing activities:
Conversion of debt to equity ............................................ $ 50,000 $ -
=========== ===========
See accompanying notes to the selected consolidated financial statements
5
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
The accompanying interim consolidated financial statements of Empire
Financial Holding Company and its subsidiaries (collectively, the "Company") are
unaudited; however, in the opinion of management, the interim consolidated
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for the
interim periods. All intercompany balances and transactions have been eliminated
in consolidation. Certain footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to the
applicable rules and regulations of the Securities and Exchange Commission. The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amount of revenue and expense
during the reporting period. Actual results could differ from these estimates.
The results of operations for the three months ended March 31, 2005, are not
necessarily indicative of the results to be expected for the year ended December
31, 2005. These consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes for the year ended December
31, 2004 appearing in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2004, as filed with the Securities and Exchange Commission.
2. UNCERTAINTY, GOING CONCERN AND MANAGEMENT PLAN
The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. The Company sustained
substantial losses for the years ended December 31, 2004 and 2003 and had a
stockholders' deficit of $1,308,937 as of March 31, 2005. Also, the Company is
subject to pending federal and state investigations relating to its role in the
trading of mutual fund shares on behalf of its customers. As of this time, the
Company cannot determine the nature or severity of any legal or other regulatory
sanctions that may be imposed in connection with these investigations, but the
sanctions may include fines, penalties, disgorgement of profits, the issuance of
cease and desist orders or suspension or expulsion as a broker dealer. These
factors raise substantial doubt about the Company's ability to continue as a
going concern.
The Company's continued existence is dependent upon its ability to
return to profitability and to generate cash either from operations or from
financing. Management has implemented a plan which it believes will return the
Company to profitability by continuing to expand its market making and order
execution services through increased marketing to independent third party broker
dealers and investment advisors. The Company has also entered into certain
agreements, which if consummated, will change the majority-owner of the Company
and bring in additional equity and loan proceeds. The Company believes that the
change in ownership will allow it to obtain additional equity funding and to
further expand its core businesses.
There is no assurance that the Company will achieve profitability or be
able to generate cash from either operations or from debt or equity financings.
The consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
6
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(CONTINUED)
3. DEFERRED OFFERING COSTS
During the period ended March 31, 2005, the Company recorded deferred
offering costs consisting of legal expenses and a finder's fee totaling $96,176.
The costs relate to a pending transaction to issue preferred stock and common
stock warrants for $700,000.
4. NOTES PAYABLE
During the three months ended March 31, 2005, the Company borrowed
$650,000, pursuant to one year promissory notes paying interest only monthly at
the annual rate of 12% with the principle due on the maturity date of the note
and borrowed $200,000, pursuant to a one year promissory note paying principal
and interest monthly with a interest rate based on the prime rate plus two
percent points.
The Company retired $180,000 of principal amount of a note payable in
exchange for the issuance of 50,000 shares of common stock of the Company.
5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
Accounts payable, accrued expenses and other liabilities consisted of
the following:
March 31,
2005
----------
Accounts payable ........... $ 803,043
Accrued commissions ........ 194,434
Accrued payroll ............ 395,719
Accrued rent ............... 46,363
Deferred Compensation ...... 290,000
Other ...................... 136,358
----------
$1,865,917
==========
6. EQUITY AND STOCK OPTION TRANSACTIONS
On March 31, 2005, the Company sold 416,667 shares of common stock for
$250,000.
The Company has a stock option plan under which employees, directors
and consultants may be granted options to purchase shares of the Company's
common stock at the fair market value at the date of grant. Options vest
annually over a five-year term for all directors, certain officers, and
consultants, and expire in ten years from date of grant.
7
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(CONTINUED)
The Company accounts for its employee stock option plans under the
intrinsic value method, in accordance with the provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations. Compensation expense related to the
granting of employee stock options is recorded over the vesting period only if,
on the date of grant, the fair value of the underlying stock exceeds the
option's exercise price. The Company has adopted the disclosure-only
requirements of SFAS No. 123, "Accounting For Stock-Based Compensation," which
allows entities to continue to apply the provisions of APB No. 25 for
transactions with employees and provide pro forma net income (loss) and pro
forma earnings (loss) per share disclosures for employee stock grants made as if
the fair value based method of accounting in SFAS No. 123 had been applied to
these transactions.
In December 2002, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standard ("SFAS") No. 148 "Accounting
for Stock-Based Compensation-Transition and Disclosure" which amends SFAS No.
123 "Accounting for Stock-Based Compensation."
Had the Company determined compensation expense of employee stock
options based on the estimated fair value of the stock options at the grant
date, consistent with the guidelines of SFAS 123, its net income (loss) would
have been increased to the pro forma amount indicated below:
March 31, March 31,
2005 2004
(Restated)
--------- ---------
Net income (loss) applicable to common stockholders:
As reported .......................................... $ 230,834 $ (72,180)
--------- ---------
Deduct stock-based employee compensation related to
stock options determined under fair value method ..... $ (17,160) (119,633)
Add amounts (credited)/charged to income ............. (6,080) 101,500
--------- ---------
Pro forma according to SFAS 123 ...................... $ 207,594 $ (90,313)
========= =========
Net income (loss) applicable to common stockholders
per share as reported, basic and diluted ............. $ 0.06 $ (0.02)
========= =========
Pro forma according to SFAS 123 $ 0.05 $ (0.03)
========= =========
7. NET CAPITAL AND RESERVE REQUIREMENTS
Empire Financial Group, Inc., the broker dealer subsidiary of the
Company, is subject to the Securities and Exchange Commission Uniform Net
Capital Rule 15c3-1 and the requirements of the securities exchanges of which
they are members.
8
EMPIRE FINANCIAL HOLDING COMPANY AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(CONTINUED)
Net capital positions of the Company's broker dealer subsidiary were as
follows at March 31, 2005:
Ratio of aggregate indebtedness to net capital ..... 3.24 to 1
Net capital ........................................ $ 630,104
Required net capital ............................... $ 576,000
8. EARNINGS PER SHARE
Basic earnings per share are computed by dividing income available to
common shareholders by the weighted-average number of common shares outstanding
for the period. Diluted earnings per share considers the potential dilution that
could occur if securities orother contracts to issue common stock were exercised
or converted into common stock or resulted in the issuance of common stock that
shared in the earnings of the entity.
Certain financial instruments in 2004 were not included in the
computation of diluted earnings per share because the exercise prices of these
financial instruments were greater than the average market price of the common
shares and the financial instruments were therefore anti-dilutive.
9. INCOME TAX EXPENSE
The Company has not recorded income tax expense for the three months
ended March 31, 2005, due to utilization of net operating losses generated in
prior years. Based on ownership changes which may occur, future utilization of
the net operating loss carryforwards may be limited.
10. RELATED PARTY TRANSACTION
During the three months ended March 31, 2005, the Company received
$179,000 of irrevocable waivers of compensation from certain key employees.
Theses waivers were irrevocable.
11. RESTATEMENT OF PRIOR YEAR
During February 2005, the Company discovered that it had not recorded
it trading account securities positions at March 31, 2004. The error understated
assets by $1,124,569 and liabilities by $1,229,166. The restatement reduced net
income for the three months ended March 31, 2004 by $104,597 and increased the
accumulated deficit by the same amount at March 31, 2004.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of our financial condition and results of
operations should be read in conjunction with the Selected Consolidated
Financial Data and the Consolidated Financial Statements and Notes thereto
included in our Annual Report on Form 10-KSB for the year ended December 31,
2004, as previously filed with the Securities and Exchange Commission. Our
significant accounting policies are disclosed in the Notes to Consolidated
Financial Statements for the year ended December 31, 2004, found in our Annual
Report on Form 10-KSB for the year ended December 31, 2004.
This Form 10-QSB contains statements about future events and
expectations which are, "forward looking statements". Any statement in this Form
10-QSB that is not a statement of historical fact may be deemed to be a forward
looking statement. Forward-looking statements represent our judgment about the
future and are not based on historical facts. These statements include:
forecasts for growth in the number of customers using our service, statements
regarding our anticipated revenues, expense levels, liquidity and capital
resources and other statements including statements containing such words as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate,"
"continue" or "plan" and similar expressions or variations. These statements
reflect the current risks, uncertainties and assumptions related to various
factors including, without limitation, our ability to continue as a going
concern, fluctuations in market prices, competition, changes in securities
regulations or other applicable governmental regulations, technological changes,
management disagreements and other factors described under the heading "Factors
affecting our operating results, business prospects, and market price of stock"
contained in our Annual Report on Form 10-KSB for the year ended December 31,
2004, as previously filed with the SEC. Based upon changing conditions, should
any one or more of these risks or uncertainties materialize, or should any
underlying assumptions prove incorrect, actual results may vary materially from
those described in this report as anticipated, believed, estimated or intended.
We undertake no obligation to update, and we do not have a policy of updating or
revising, these forward-looking statements. Except where the context otherwise
requires, the terms "we," "us," or "our" refer to the business of Empire
Financial Holding Company and its wholly-owned subsidiaries as previously filed
with the Securities and Exchange Commission.
The terms "we" and "us" as used in this report refer to Empire
Financial Holding Company and its operating subsidiaries.
RESULTS OF OPERATIONS:
Three months ended March 31, 2005 compared to three months ended March
31, 2004:
Total revenues for the three months ended March 31, 2005 were
$5,936,760, an increase of $616,681, or 12%, over the same period in 2004. This
increase is primarily due to reasons described below:
10
Commissions and fee revenues for the three months ended March 31, 2005
were $4,064,326, a decrease of $350,742, or 8%, from our commission and fee
revenues of $4,415,068 for the comparable period in 2004. The decrease was
primarily due to a decrease in the number of retail client transactions
processed by us on behalf of our independent registered representatives and a
reduction in discount brokerage trading volume. As of March 31, 2005, 197
independent registered representatives were processing securities transactions
with us, compared to 169 independent registered representatives at March 31,
2004. Commission and fee revenues accounted for approximately 68% and 83% of our
revenues for the three months period ended March 31, 2005 and 2004,
respectively.
Order execution trading revenues, net, for the three months ended March
31, 2005 were $1,745,901, an increase of $921,356, or 112%, from equities
market-making revenues of $824,545 for the comparable period in 2004. The
increase was primarily due to increased profits realized on securities held for
resale, the number of securities of which we made markets and an increase in the
number of transactions processed for unaffiliated broker dealers. Order
execution trading revenues, net accounted for approximately 29% and 16% of our
revenues for the three months period ended March 31, 2005 and 2004,
respectively.
Total operating expenses for the three months ended March 31, 2005 and
2004 were $5,699,176 and $5,385,509, respectively, an increase of $313,667 or
6%, over the same period in 2004. The results were impacted by an increase in
employee compensation and benefits of $489,494 attributable to highly
compensated market making personnel partially offset by a reduction of expenses
in 2005 due to a waiver of compensation of $179,000 from certain key employees
for the comparable period in 2004.
For the three months ended March 31, 2005, we reported net income
applicable to common stockholders of $230,834, or $.06 per basic and diluted
share as compared to a restated net loss applicable to common stockholders of
$72,180, or $.02 per basic and diluted share for the same period in 2004.
LIQUIDITY AND CAPITAL RESOURCES
We maintain a highly liquid balance sheet, with the majority of our
assets consisting of cash and cash equivalents and receivables from brokers,
dealers, and clearing brokers arising from customer-related securities
transactions.
At March 31, 2005, we had $3,796,563 in assets, 62% of which consisted
of cash or assets readily convertible into cash, principally receivables from
clearing brokers, which include interest bearing cash balances held with
clearing brokers. Historically, we have financed our business primarily through
cash generated by operations, as well as proceeds from our initial public
offering and follow-on private placements of stock and debt offerings.
Total stockholders deficit decreased $588,670, or 31%, to a deficit of
$1308,937 at March 31, 2005, compared to a deficit of $ 1,897,607 at December
31, 2004, primarily due to earnings, $250,000 in common stock subscriptions
sales and variable stock options credit.
Net cash used in continuing operations for the three months ended March
31, 2005 was $208,984, and net cash used for operations for the same period in
2004 was $341,097.
11
Based on currently proposed plans to raise capital and assumptions
relating to the implementation of our business plan, we believe that our cash
flow from operations and cash on hand will enable us to fund our planned
operations for at least 12 months and thereafter. If not, or if our plans
change, or our assumptions change or prove to be inaccurate, or if our operating
cash flow otherwise proves to be insufficient to implement our business plans,
we may require additional financing and may seek to raise funds through
subsequent equity or debt financings. We cannot assure you that additional funds
will be available in adequate amounts or on acceptable terms. If funds are
needed but not available, our business would be harmed.
ITEM 3. CONTROLS AND PROCEDURES
Management, including our President and Chief Financial Officer,
evaluated our controls and procedures related to our reporting and disclosure
obligations as of March 31, 2005. These officers have concluded that, based on
these evaluations, these disclosure controls and procedures (as defined in Rules
13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as
amended, or the Exchange Act) were effective to ensure that (i) material
information relating to us is known to these officers, particularly material
information related to the period for which this period report is being
prepared; and (ii) this information is recorded, processed, summarized,
evaluated and reported, as applicable, within the time periods specified in the
rules and forms promulgated by the Securities and Exchange Commission. There
have been no significant changes in our internal control over financial
reporting during the three months ended March 31, 2005, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
On March 31, 2005, we sold 416,667 shares of company common stock, to
Vanguard Capital, LLC for $250,000. In connection with this transaction, we
relied on the exemption from registration contained in Section 4(2) of the
Securities act of 1933, as amended, and Regulation D promulgated thereunder.
On January 15, 2005, we sold 50,000 shares of company common stock, to
Golden Airways Capital Group, LLC for the cancellation of $50,000 of
indebtedness owed by us to the purchaser. In connection with this transaction,
we relied on the exemption from registration contained in Section 4(2) of the
Securities act of 1933, as amended, and Regulation D promulgated thereunder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
31.1 Certification of Chief Executive Officer
Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer
Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Principal Executive Officer Certification pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Principal Financial Officer Certification pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
13
PART II - OTHER INFORMATION
(Continued)
(b) Reports on Form 8-K.
The following reports were filed on Form 8-K during the three months
ended March 31, 2005:
(i) We filed a Current Report on Form 8-K, dated February
9, 2005, with the Securities and Exchange Commission
reporting an "Other Events" pursuant to Item 8.01. No
financial statements were filed with this Current
Report on Form 8-K.
(ii) We filed a Current Report on Form 8-K, dated March
10, 2005, with the Securities and Exchange Commission
reporting an "Entry into a Material Definitive
Agreement" pursuant to Item 1.01. No financial
statements were filed with this Current Report on
Form 8-K.
14
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.
Date: May 19, 2005 EMPIRE FINANCIAL HOLDING COMPANY
/s/ Donald A. Wojnowski Jr.
---------------------------
Donald A. Wojnowski Jr.
President
(Principal Executive Officer)
/s/ Rodger E. Rees
------------------
Rodger E. Rees
Chief Financial Officer
(Principal Accounting Officer)
15