# UNITED STATES
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 June 30, 2006
| | --------------------------------------------

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----------------------------------------------------------------------------------------

| | For the Transition Period from ___________ to _____________
| | -----------------------------------------------------------

Commission file number
333-127409

BANKGREENVILLE FINANCIAL CORPORATION(Exact name of small business issuer as specified in its charter)

|South Carolina               |  | 20-2645711         
|---------------------------- |  | -------------------
|(State or other jurisdiction |  | (I.R.S. Employer   
|of incorporation)            |  | Identification No.)

499 Woodruff RoadGreenville, South Carolina 29607
(Address of principal executive offices)

(864) 335-2200(Issuers telephone number)

______________________________

Check whether  the issuer (1) has filed all reports required  to be filed by Section 13 of 15(d) of the
Securities Exchange Act of 1934 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

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

State
the number of shares outstanding of each of the issuers classes of common equity, as
of the latest practicable date: 1,180,000 shares of common stock, no par value, outstanding as of August 10, 2006.

Transitional Small Business Disclosure Format (check one)
  Yes          No

---

Table of Contents

|                      | 
|--------------------- | 
|Part I                | 
|Financial Information | 
|Item 1                | 
|Item 2                | 
|Item 3                | 
|Part II               | 
|Other Information     | 
|Item 1                | 
|Item 2                | 
|Item 3                | 
|Item 4                | 
|Item 5                | 
|Item 6                | 
|SIGNATURES            | 
|EXHIBIT INDEX         | 
|Exhibit 31.1          | 
|Exhibit 31.2          | 
|Exhibit 32            | 

---

# BankGreenville
Financial Corporation

# Part I  Financial
Information

# Item
1.   Financial Statements

# Consolidated Balance
Sheets

|                                                       | June 30, 2006 | December 31, 2005
|------------------------------------------------------ | ------------- | -----------------
|
|
|
|
|Assets                                                 |               |                  
|Cash and due from banks                                |               |                  
|Federal funds sold                                     |               |                  
|                                                       |               |                  
|Total cash and cash equivalents                        |               |                  
|Investment securities available for sale               |               |                  
|Loans, net                                             |               |                  
|Land and land improvements                             |               |                  
|Equipment, net                                         |               |                  
|Deposits on bank equipment and computer systems        |               |                  
|Building construction-in-progress                      |               |                  
|Earnest money deposit on land                          |               |                  
|Other assets                                           |               |                  
|                                                       |               |                  
|Total assets                                           |               |                  
|                                                       |               |                  
|Liabilities and Shareholders' Equity                   |               |                  
|Liabilities                                            |               |                  
|Deposits                                               |               |                  
|Non-interest bearing                                   |               |                  
|Interest bearing                                       |               |                  
|                                                       |               |                  
|Total deposits                                         |               |                  
|Accounts payable and accrued liabilities               |               |                  
|                                                       |               |                  
|Total liabilities                                      |               |                  
|Commitments and contingencies                          |               |                  
|                                                       |               |                  
|Shareholders' Equity                                   |               |                  
|Preferred stock, no par value; 10,000,000 shares       |               |                  
|authorized; none issued and outstanding                |               |                  
|Common stock, no par value; 10,000,000 shares          |               |                  
|authorized; 1,180,000 shares issued and outstanding at |               |                  
|June 30, 2006 and December 31, 2005, respectively      |               |                  
|Accumulated other comprehensive loss                   |               |                  
|Retained deficit                                       |               |                  
|                                                       |               |                  
|Total shareholders' equity                             |               |                  
|                                                       |               |                  
|Total liabilities and shareholders' equity             |               |                  
|                                                       |               |                  

# The accompanying notes are
an integral part of these financial statements.

2

---

# BankGreenville
Financial Corporation

# Consolidated Statement
of Operations (Unaudited)

|                                                             | For the three months | For the six months
|------------------------------------------------------------ | -------------------- | ------------------
|
|Interest income                                              |                      |                   
|Loans                                                        |                      |                   
|Investment securities                                        |                      |                   
|Federal funds sold                                           |                      |                   
|                                                             |                      |                   
|Total interest income                                        |                      |                   
|Interest expense on deposits                                 |                      |                   
|                                                             |                      |                   
|Net interest income                                          |                      |                   
|Provision for loan loss                                      |                      |                   
|                                                             |                      |                   
|Net interest income after provision for loan losses          |                      |                   
|                                                             |                      |                   
|Noninterest income                                           |                      |                   
|                                                             |                      |                   
|Noninterest expense                                          |                      |                   
|Compensation and employee benefits                           |                      |                   
|Occupancy and equipment                                      |                      |                   
|Data processing and related costs                            |                      |                   
|Marketing, advertising and shareholder communications        |                      |                   
|Legal and audit                                              |                      |                   
|Supplies, postage and telephone                              |                      |                   
|Insurance                                                    |                      |                   
|Courier service                                              |                      |                   
|Other                                                        |                      |                   
|                                                             |                      |                   
|Total noninterest expense                                    |                      |                   
|                                                             |                      |                   
|Loss before income tax benefit                               |                      |                   
|                                                             |                      |                   
|Income tax benefit                                           |                      |                   
|                                                             |                      |                   
|Net loss                                                     |                      |                   
|                                                             |                      |                   
|Basic and diluted loss per common share                      |                      |                   
|                                                             |                      |                   
|Weighted average common shares outstanding-basic and diluted |                      |                   
|                                                             |                      |                   

# The accompanying notes
are an integral part of these financial statements.

3

---

# BankGreenville
Financial Corporation

# Consolidated Statement
of Changes in Shareholders Equity For the six months
ended June 30, 2006 (Unaudited)

|                                  |  |  | Accumulated |           | 
|--------------------------------- |  |  | ----------- | --------- | 
|
|
|
|Balance, December 31, 2005        |  |  |             | 1,180,000 | 
|                                  |  |  |             |           | 
|Adjustment of 2005 accrued        |  | 
|offering expenses to actual       |  |  |             | -         | 
|Stock option compensation         |  |  |             |           | 
|                                  |  |  |             |           | 
|Net loss for the six months ended |  | 
|June 30, 2006                     |  |  |             |           | 
|Unrealized losses on investment   |  | 
|securities available for sale,    |  | 
|no tax effect                     |  |  |             | -         | 
|                                  |  |  |             |           | 
|Total comprehensive loss          |  |  |             | -         | 
|                                  |  |  |             |           | 
|Balance, June 30, 2006            |  |  |             | 1,180,000 | 
|                                  |  |  |             |           | 

# The accompanying notes
are an integral part of these financial statements.

4

---

# BankGreenville
Financial Corporation

# Consolidated Statement
of Cash Flows For the Six Months Ended June 30, 2006 (Unaudited)

|                                                                       | 
|---------------------------------------------------------------------- | 
|Cash flows from operating activities                                   | 
|Net loss                                                               | 
|Adjustments to reconcile net loss to cash used by operating activities | 
|Provision for loan loss                                                | 
|Depreciation                                                           | 
|Net accretion of discounts on investment securities                    | 
|Stock option compensation                                              | 
|Other assets                                                           | 
|Accounts payable and accrued liabilities                               | 
|                                                                       | 
|Net cash used by operating activities                                  | 
|                                                                       | 
|Cash flows from investing activities                                   | 
|Purchases of investment securities available for sale                  | 
|Net increase in loans                                                  | 
|Purchases of land, equipment and construction-in-progress              | 
|                                                                       | 
|Cash used by investing activities                                      | 
|                                                                       | 
|Cash flows from financing activities                                   | 
|Net increase in deposits                                               | 
|Net increase in common stock due to adjustment of offering costs       | 
|                                                                       | 
|Cash provided by financing activities                                  | 
|                                                                       | 
|Net decrease in cash and cash equivalents                              | 
|                                                                       | 
|Cash and cash equivalents, beginning of period                         | 
|                                                                       | 
|Cash and cash equivalents, end of period                               | 
|                                                                       | 
|Supplemental disclosure for non-cash investing activity:               | 
|Unrealized loss on securities available for sale, no tax               | 
|effect                                                                 | 
|                                                                       | 

# The accompanying notes
are an integral part of these financial statements.

5

---

# BankGreenville
Financial Corporation

# Notes to Unaudited
Consolidated Financial Statements

# NOTE 1  NATURE OF
BUSINESS AND BASIS OF PRESENTATION

BankGreenville Financial
Corporation (the Company) is a South Carolina corporation
organized to operate as a bank holding company pursuant to the Federal Bank Holding
Company Act of 1956 and the South Carolina Bank Holding Company Act, and to own and
control all of the capital stock of BankGreenville (the
Bank). The Bank is a state chartered bank under the laws of South Carolina,
organized to conduct general banking business. From our inception on March 18, 2005
through January 29, 2006, we engaged in organizational and pre-opening activities
necessary to obtain regulatory approvals and to prepare our subsidiary, the Bank, to
commence business as a financial institution. We received approvals from the FDIC, Federal
Reserve and the State Board of Financial Institutions in January 2006 and opened for
business on January 30, 2006. The Bank is primarily engaged in the business of accepting
deposits, insured by the FDIC, and providing commercial, consumer and mortgage loans to
the general public in Greenville County, South Carolina.

# Basis of Presentation

The accompanying unaudited
consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do not include all
information and footnotes required by accounting principles generally accepted in the
United States of America for complete financial statements. However, in the opinion of
management, all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for the
three-month and six-month periods ended June 30, 2006 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2006. For further
information, refer to the audited consolidated financial statements and footnotes thereto
included in the Companys 10-KSB for the year ended December 31, 2005 as filed with
the Securities and Exchange Commission.

Until the Bank opened for business on
January 30, 2006, we were accounted for as a development stage enterprise as defined by
Statement of Financial Accounting Standards (SFAS) No. 7, Accounting and
Reporting by Development Stage Enterprises, as we devoted substantially all of our
efforts to establishing a new business, and thus, comparison of the quarter and six months
ended June 30, 2006 to June 30, 2005 is not meaningful.

The accounting and reporting policies
conform to accounting principles generally accepted in the United States of America and to
general practices in the banking industry. The Company uses the accrual basis of
accounting. During the period of organization from March 18, 2005 (inception) until May
19, 2005, the Company operated as NGCB, Inc. All activity and agreements of NGCB, Inc.
were assigned to the Company at the time of the filing of an amendment to change the name
of the entity.

# NOTE 2  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
 The consolidated financial statements include the accounts of BankGreenville
Financial Corporation, the parent company, and BankGreenville, its wholly owned
subsidiary. All significant intercompany items have been eliminated in the consolidated
financial statements.

Managements Estimates
 The preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.

Material estimates that are
particularly susceptible to significant change relate to the determination of the
allowance for losses on loans, including valuation allowances for impaired loans, and the
valuation of real estate acquired in connection with foreclosures or in satisfaction of
loans. In connection with the determination of the allowances for losses on loans and
valuation of foreclosed real estate, management obtains independent appraisals for
significant properties. Management must also make estimates in determining the estimated
useful lives and methods for depreciating premises and equipment.

6

---

# BankGreenville
Financial Corporation

# NOTE 2  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)

Management uses available information
to recognize losses on loans and foreclosed real estate, and future additions to the
allowance may be necessary based on changes in local economic conditions. In addition, as
an integral part of their examination process, regulatory agencies periodically review the
Companys allowances for losses on loans and foreclosed real estate. Such agencies
may require the Company to recognize additions to the allowances based on their judgments
about information available to them at the time of their examination. Because of these
factors, it is reasonably possible that the allowances for losses on loans and foreclosed
real estate may change materially in the near term.

Investment Securities 
Investment securities are accounted for in accordance with SFAS No. 115, Accounting
for Certain Investments in Debt and Equity Securities.  Management classifies
securities at the time of purchase into securities held to maturity, trading securities,
or securities available for sale. Securities held to maturity are securities which
the Company has the positive intent and ability to hold to maturity, and are reported at
amortized cost. Trading securities are purchased and held principally for the purpose of
selling them in the near future and are reported at fair value with unrealized gains and
losses included in earnings. Securities available for sale are securities that may be
sold under certain conditions, and are reported at fair value, with unrealized gains and
losses excluded from earnings and reported as a separate component of shareholders
equity as accumulated other comprehensive income. At June 30, 2006, the Companys
investments were classified available for sale. The amortization of premiums and accretion
of discounts on investment securities are recorded as adjustments to interest income.
Gains or losses on sales of investment securities are based on the net proceeds and the
adjusted carrying amount of the securities sold, using the specific identification method.
Unrealized losses on securities, reflecting a decline in value or impairment judged by the
Company to be other than temporary, are charged to earnings in the consolidated statements
of income.

Loans receivable  Loans
are stated at their unpaid principal balance. Interest income is computed using the simple
interest method and is recorded in the period earned. Fees earned on loans are amortized
over the life of the loan.

When serious doubt exists as to the
collection of a loan or when a loan becomes contractually 90 days past due as to principal
or interest, interest income is generally discontinued unless the estimated net realizable
value of collateral exceeds the principal balance and accrued interest. When interest
accruals are discontinued, income earned but not collected is reversed.

The Company identifies impaired loans
through its normal internal loan review process. Loans on the Companys problem loan
watch list are considered potentially impaired loans. These loans are evaluated in
determining whether all outstanding principal and interest are expected to be collected in
accordance with the contractual terms. Loans are not considered impaired if a minimal
payment delay occurs and all amounts due, including accrued interest at the contractual
interest rate for the period of delay, are expected to be collected. At June 30, 2006,
management has determined that the Company had no impaired loans.

Allowance for Loan Losses
 An allowance for loan losses is maintained at a level deemed appropriate by
management to provide adequately for known and inherent losses in the loan portfolio.
Management evaluates current and future anticipated economic conditions which may affect
borrowers ability to pay and the underlying collateral value of the loans in
determining the estimate of the allowance for loan losses. Loans which are deemed to be
uncollectible are charged off and deducted from the allowance. The provision for loan
losses and recoveries of loans previously charged off are added to the allowance.

Premises, Furniture and
Equipment  Premises, furniture and equipment are stated at cost, less
accumulated depreciation. The provision for depreciation is computed by the straight-line
method, based on the estimated useful lives for buildings of 40 years and for furniture
and equipment of 5 to 10 years. Leasehold improvements are amortized over the life of the
lease. The cost of assets sold or otherwise disposed of and the related allowance for
depreciation are eliminated from the accounts and the resulting gains or losses are
reflected in the income statement when incurred. Maintenance and repairs are charged to
current expense. The costs of major renewals and improvements are capitalized.

Building
construction-in-progress  Building construction-in-progress includes
architectural and construction costs for our permanent headquarters building. Building
completion is scheduled during the first quarter of 2007, at which time these costs will
be reclassified to premises, furniture and equipment.

Residential Loan Origination
Fees  The Company offers residential loan origination services to its clients.
The loans are offered on terms and prices offered by the Companys correspondents and
are closed in the name of the correspondents. The Company receives fees for services it
provides in conjunction with the origination services it provides. The fees are recognized
at the time the loans are closed by the Companys correspondent.

7

---

# BankGreenville
Financial Corporation

# NOTE 2  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)

Organization costs The
Company has incurred organization costs, which include incorporation, registration and
legal fees associated with establishment of the Company. In accordance with Statement of
Position (SOP) 98-5, Reporting on the Costs of Start-Up Activities,
organization costs are expensed when incurred.

Advertising and Marketing
 Marketing, promotional and other advertising costs generally are expensed when
incurred.

Income Taxes  Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related primarily to
differences between the financial reporting and income tax bases of assets and
liabilities. At June 30, 2006, no taxable income has been generated and therefore, no tax
provision has been included in these financial statements. The deferred tax asset related
to the future benefit from operating loss carry-forwards for income tax purposes has been
offset by a valuation allowance as it is not more than likely that such losses will be
used.

Loss Per Share  Basic
loss per share represents net loss available to shareholders divided by the
weighted-average number of common shares outstanding during the period. Potential common
shares that may be issued by the Company relate to outstanding stock options and warrants,
and are determined using the treasury stock method. Due to the loss for the three and six
month periods ended June 30, 2006, the outstanding stock options are anti-dilutive, and
basic and dilutive shares and loss per common share, respectively, are the same.

Stock Compensation Plans
 Upon completion of the offering, the Company issued stock warrants to the
organizing directors for the purchase of three shares of common stock at $10.00 per share
for every four shares purchased in the stock offering, up to a maximum of 10,000 warrants
per director. The Company issued a total of 107,500 warrants, immediately vested upon
completion of the offering. In addition, the Company has adopted a stock option plan.
100,650 options to purchase common stock at $10.00 per share were granted on February 14,
2006 and were outstanding at June 30, 2006. The options vest over a five year period from
the date of grant and have a contractual term of ten years. 212,400 shares are authorized
under the plan. On January 1, 2006, the Company adopted the fair value recognition
provisions of Financial Accounting Standards Board (FASB) SFAS No. 123(R),
Accounting for Stock-Based Compensation, to account for compensation costs
under its stock option plan. Previously, stock option plans were accounted for using the
intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees (as amended) (APB 25). Under the intrinsic
value method prescribed by APB 25, the Company would not have recognized compensation cost
for stock options because the option exercise price in its plan equals the market price on
the date of grant. In adopting SFAS No. 123, the Company elected to use the modified
prospective method to account for the transition from the intrinsic value method to the
fair value recognition method. Under the modified prospective method, compensation cost is
recognized from the grant date for all new stock options granted and for any outstanding
unvested awards, applying the fair value method to those awards as of the date of grant,
and is expensed over the employees requisite service period.

There were no options outstanding at
December 31, 2005. 100,650 options were granted at $10.00 per share in 2006. Of this
total, none are vested and there have been no forfeitures as of June 30, 2006. The options
have a remaining contractual term of approximately 9.5 years. Total unrecognized
compensation cost related to non-vested options granted as of June 30, 2006 is $259,540,
and is expected to be expensed over the corresponding five-year vesting periods of the
stock options. Net loss, as reported, included stock-based employee compensation expense
of $16,366 and $21,042 for the three months and six months ended June 30, 2006,
respectively. The exercise or conversion ratio of all stock options granted is 1:1 and the
aggregate intrinsic value of the stock options was zero at June 30, 2006.

The weighted average fair value per
share of options granted as of June 30, 2006 amounted to $7.19.  The fair value of
each option granted was estimated on the date of grant using the Black-Scholes option
pricing model with the following assumptions used for grants:  expected volatility of
16%, risk-free interest rate of 4.45% and expected lives of seven and a half years.

There were no capitalized stock-based
compensation costs at June 30, 2006.

Statement of Cash Flows  For
purposes of reporting cash flows, cash equivalents include amounts due from banks and
federal funds sold. Generally, federal funds are sold for one-day periods.

8

---

# BankGreenville
Financial Corporation

# NOTE 3  INVESTMENTS

At June 30, 2006, the fair market
value of the Companys available for sale investment portfolio totaled $6,268,869 and
included government-sponsored agencies of $4,783,835 and agency mortgage-backed securities
of $1,485,034. The amortized cost of the portfolio totaled $6,366,621. The amortized cost
of agencies and mortgage-backed securities was $4,869,708 and $1,496,913, respectively. No
investments were pledged at June 30, 2006.

# NOTE 4  LOANS

The Companys loan portfolio
totaled $6,545,093 at June 30, 2006, and the allowance for loan losses was $98,175, for
net loans of $6,446,918. The portfolio included commercial real estate loans of
$2,131,278, commercial loans of $2,230,742, residential property secured loans and home
equity lines of credit of $2,130,573 and consumer lines of $52,500. Variable rate and
fixed rate loans totaled $5,732,968 and $812,125, respectively.

# NOTE 5  LAND AND
LAND IMPROVEMENTS

Land and land improvements totaled
$684,625 at June 30, 2006 and consisted of $645,558 in land costs associated with the
Companys purchase of approximately 1.23 acres, on which to build our permanent bank
headquarters, as well as $39,067 in unamortized land improvement costs associated with our
temporary facility site. Land improvement costs are being expensed over the Companys
temporary facility lease term.

# NOTE 6  DEPOSITS

At June 30, 2006, deposits totaled
$10,003,644 and consisted of demand deposits of $1,442,216, interest checking of $436,699,
savings and money market accounts of $5,276,458, and certificates of deposit of
$2,848,271. Certificates equal to or greater than $100,000 totaled $1,800,751 and those
less than $100,000 amounted to $1,047,520. Certificates totaling $2,721,751 are scheduled
to mature in 2007, $26,520 in 2008, and $100,000 in 2009.

# NOTE 7  BORROWINGS

At June 30, 2006, the Bank had
short-term lines of credit with correspondent banks to purchase a maximum of $3,000,000 in
unsecured federal funds. The interest rate on borrowings under these lines is the
prevailing market rate for federal funds purchased. No amounts were outstanding at June
30, 2006.

# NOTE 8  LEASES

The Company has entered into a lease
agreement on our temporary banking facility as well as a ground lease agreement on the
temporary site location of this facility. The monthly rent under these lease agreements is
$2,619 and $1,250, respectively. The lease on our temporary banking facility expires on
September 30, 2006, and we have a month-to-month option thereafter. The ground lease
agreement expires on July 31, 2006, but includes a six month renewal option at the current
monthly rental. In July 2006, the Company exercised its right to extend the ground lease
for one six-month term. The Company leases its modular facility furniture at a monthly
rental of $2,405.

# NOTE 9  RELATED
PARTY TRANSACTIONS

On January 30, 2006, the Company
purchased approximately 1.23 acres on which to build its headquarters building, at the
corner of Woodruff Road and Rocky Slope Road. A family partnership of one of our directors
is a one-third partner in an entity which owned fifty percent of the site. The cost of the
site was $614,238. Additionally, we incurred $31,320 for our portion of the maintenance
costs of a shared storm water retention system. This same family partnership is a
one-third partner in the entity which owns fifty percent of our temporary facility site.
The Company leases this temporary site under a ground lease agreement for a monthly rental
of $1,250.

The law firm in which our chairman of
the board is a shareholder assisted in the negotiation and preparation of our land
purchase agreement and the closing of the headquarters site, as well as the negotiation of
the ground lease agreement for our temporary facility site. The fees for these services
totaled $6,918.

9

---

# BankGreenville
Financial Corporation

# NOTE 9  RELATED
PARTY TRANSACTIONS (continued)

In the ordinary course of business,
the Bank transacts loan and deposit business with directors and executive offcers as well
as their immediate families and business interests. This business with related parties is
conducted on substantially the same terms, including interest rates and credit
requirements, as those prevailing at the time for comparable transactions with unrelated
parties and do not involve more than normal risk.

# NOTE 10 
COMMITMENTS AND CONTINGENCIES

On July 13, 2006, the Company entered
into an agreement with a contractor to build the Banks permanent headquarters
building, adjacent to our temporary banking facility site. The agreement is in the form of
cost plus a fee with a negotiated guaranteed maximum price not to exceed $1,645,164. The
headquarters building is expected to be completed during the first quarter of 2007.

# NOTE 11 
OFF-BALANCE SHEET INSTRUMENTS

The Bank has made contractual
commitments to extend credit in the ordinary course of its business activities. These
commitments are legally binding agreements to lend money to our clients at predetermined
interest rates for a specified period of time. At June 30, 2006, the Bank had issued
commitments to extend credit of $1,767,000 through various types of lending arrangements.
We evaluate each clients credit worthiness on a case-by-case basis. The amount of
collateral obtained, if deemed necessary by us upon extension of credit, is based on our
credit evaluation of the borrower. Collateral varies but may include accounts receivable,
inventory, property, plant and equipment, commercial and residential real estate. We
manage the credit risk on these commitments by subjecting them to normal underwriting and
risk management processes.

# NOTE 12  RECENTLY
ISSUED ACCOUNTING STANDARDS

The following is a summary of recent
authoritative pronouncements that could impact the accounting, reporting and/or disclosure
of financial information by the Bank.

In February 2006, the FASB issued
SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of
FASB Statements No. 133 and 140. This Statement amends SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, and SFAS No.
140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. This Statement resolves issues addressed in SFAS No. 133
Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in
Securitized Financial Assets. SFAS No. 155 is effective for all financial
instruments acquired or issued after the beginning of an entitys first fiscal year
that begins after September 15, 2006. Management believes that the adoption of SFAS No.
155 will not have a material impact on its financial position, results of operations or
cash flows.

In March 2006, the FASB issued SFAS
No. 156, Accounting for Servicing of Financial Assets-an amendment of FASB Statement
No. 140. This Statement amends FASB No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, with respect to
the accounting for separately recognized servicing assets and servicing liabilities. SFAS
No. 156 requires an entity to recognize a servicing asset or servicing liability each time
it undertakes an obligation to service a financial asset by entering into a servicing
contract; requires all separately recognized servicing assets and servicing liabilities to
be initially measured at fair value, if practicable; permits an entity to choose its
subsequent measurement methods for each class of separately recognized servicing assets
and servicing liabilities; at its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities with recognized servicing
rights, without calling into question the treatment of other available-for-sale securities
under Statement 115, provided that the available-for-sale securities are identified in
some manner as offsetting the entitys exposure to changes in fair value of servicing
assets or servicing liabilities that a servicer elects to subsequently measure at fair
value; and requires separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial position and additional
disclosures for all separately recognized servicing assets and servicing liabilities. An
entity should adopt SFAS No. 156 as of the beginning of its first fiscal year that begins
after September 15, 2006. Management believes the adoption of SFAS No. 156 will not have a
material impact on its financial position, results of operations or cash flows.

Other accounting standards that have
been issued or proposed by the FASB or other standards-setting bodies are not expected to
have a material impact on the Banks financial position, results of operations or
cash flows.

10

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# Item
2.   Managements Discussion and Analysis or Plan of Operation

The following discussion reviews
our results of operations and assesses our financial condition. You should read the
following discussion and analysis in conjunction with the accompanying consolidated
financial statements. The commentary should be read in conjunction with the discussion of
forward-looking statements, the financial statements, and the related notes and the other
statistical information included in this report.

# DISCUSSION OF
FORWARD-LOOKING STATEMENTS

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
Securities and Exchange Commission, including, without limitation:

| |  | significant increases in competitive pressure in the banking and financial services
industries;
| | - | -----------------------------------------------------------------------------------------------

| |  | changes in the interest rate environment which could reduce
anticipated or actual margins;
| | - | ------------------------------------------------------------------------------------------

| |  | 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 resulting in,
among other things, a deterioration in credit quality;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | changes occurring in business conditions and inflation;
| | - | -------------------------------------------------------

| |  | changes in technology;
| | - | ----------------------

| |  | changes in monetary and tax policies;
| | - | -------------------------------------

| |  | the level of allowance for loan loss;
| | - | -------------------------------------

| |  | the rate of delinquencies and amounts of charge-offs;
| | - | -----------------------------------------------------

| |  | the rates of loan growth;
| | - | -------------------------

| |  | adverse changes in asset quality and resulting credit risk-related losses and
expenses;
| | - | ---------------------------------------------------------------------------------------

| |  | loss of consumer confidence and economic disruptions resulting
from terrorist activities;
| | - | -----------------------------------------------------------------------------------------

| |  | changes in the securities markets; and
| | - | --------------------------------------

| |  | other risks and uncertainties detailed from time to time in our filings with the
Securities and Exchange Commission.
| | - | --------------------------------------------------------------------------------------------------------------------

# Overview

The following discussion describes
our results of operations for the quarter and six months ended June 30, 2006, and also
analyzes our financial condition as of June 30, 2006. Because the Bank did not open for
business until January 30, 2006, a comparison of the quarter and six months ended June 30,
2006 to the quarter and six months ended June 30, 2005 is not meaningful. Until January
30, 2006, our principal activities related to our organization, the conducting of our
initial public offering, and the pursuit of approvals from the South Carolina Board of
Financial Institutions for our application to charter the bank, from the Federal Reserve
to become a bank holding company, and from the FDIC for our application for insurance of
the deposits of the bank. We received all regulatory approvals in January 2006 and
commenced business on January 30, 2006. We completed our stock offering in December 2005
and issued 1,180,000 shares. Offering proceeds, net of offering costs and underwriting
fee, totaled $11,035,287. We capitalized the bank with $11 million of the proceeds from
the stock offering.

Like most community banks, we derive
most of our income from interest we receive on our loans and investments. Our primary
source of funds for making these loans and investments is our deposits, on which we pay
interest. Consequently, one of the key measures of our success is our amount of net
interest income, or the difference between the income on our interest-earning assets, such
as loans and investments, and the expense on our interest-bearing liabilities, such as
deposits. Another key measure is the spread between the yield we earn on these
interest-earning assets and the rate we pay on our interest-bearing liabilities.

Of course, there are risks inherent
in all loans, so we maintain an allowance for loan losses to absorb probable losses on
existing loans that may become uncollectible. We establish and maintain this allowance by
charging a provision for loan losses against our operating earnings. In the following
section we have included a detailed discussion of this process.

In addition to earning interest on
our loans and investments, we earn income through fees and other expenses we charge to our
clients. We describe the various components of this non-interest income, as well as our
non-interest expense, in the following discussion.

11

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# Critical Accounting
Policies

We have adopted various accounting
policies that govern the application of accounting principles generally accepted in the
United States of America and with general practices within the banking industry in the
preparation of our financial statements. Our significant accounting policies are described
in the footnotes to our unaudited consolidated financial statements included in this
report on Form 10-QSB.

Certain accounting policies involve
significant judgments and assumptions by us that have a material impact on the carrying
value of certain assets and liabilities. We consider these accounting policies to be
critical accounting policies. The judgment and assumptions we use are based on historical
experience and other factors, which we believe to be reasonable under the circumstances.
Because of the nature of the judgment and assumptions we make, actual results could differ
from these judgments and estimates that could have a material impact on the carrying
values of our assets and liabilities and our results of operations.

We believe the allowance for loan
losses is the critical accounting policy that requires the most significant judgment and
estimates used in preparation of our consolidated financial statements. Some of the more
critical judgments supporting the amount of our allowance for loan losses include
judgments about the credit worthiness of borrowers, the estimated value of the underlying
collateral, the assumptions about cash flow, determination of loss factors for estimating
credit losses, the impact of current events, and conditions, and other factors impacting
the level of probable inherent losses. Under different conditions or using different
assumptions, the actual amount of credit losses incurred by us may be different from
managements estimates provided in our consolidated financial statements. Refer to
the portion of this discussion that addresses our allowance for loan losses for a more
complete discussion of our processes and methodology for determining our allowance for
loan losses.

We use assumptions and estimates in
determining income taxes payable or refundable for the current year, deferred income tax
liabilities and assets for events recognized differently in our financial statements and
income tax returns, and income tax expense or benefit. Determining these amounts requires
analysis of certain transactions and interpretations of tax laws and regulations. We
exercise judgment in evaluating the amount and timing of recognition of resulting tax
liabilities and assets. These judgments and estimates are reevaluated on a continual basis
as regulatory and business factors change. No assurance can be given that either the tax
returns submitted by us or the income tax reported on the financial statements will not be
adjusted by either adverse rulings by the United States Tax Court, changes in the tax
code, or assessments made by the Internal Revenue Service. We are subject to potential
adverse adjustments, including, but not limited to, an increase in the statutory federal
or state income tax rates, the permanent nondeductibility of amounts currently considered
deductible either now or in future periods, and the dependence on the generation of future
taxable income, including capital gains, in order to ultimately realize deferred income
tax assets.

# Results of Operations

Our net loss for the quarter ended
June 30, 2006 was $242,459, or $0.21 per share. Interest income totaled $259,518 and
consisted of interest of $105,267 on loans, $55,885 on investment securities and $98,366
on federal funds sold. We incurred $79,319 in interest expense on deposits, and our loan
loss provision was $56,555. Non-interest expense totaled $371,058 for the quarter ended
June 30, 2006 and primarily consisted of compensation and employee benefits of $212,655,
occupancy and equipment of $69,775, and data processing of $29,852, which consisted
primarily of core processor and network security monitoring services. Marketing,
advertising and shareholder communications expense was $14,363. Other expenses included
credit-related costs, business development, and dues and memberships expense.

Our net loss for the six months ended
June 30, 2006 was $488,013, or $0.41 per share. Included in the loss was $48,215 in
pre-opening expenses from January 1, 2006 to January 29, 2006. We opened the bank on
January 30, 2006 and interest income from this date through June 30, 2006 totaled $120,240
and $61,882 on loans and investment securities, respectively. Interest income on federal
funds sold totaled $212,248 for the six months ended June 30, 2006. Interest expense was
$96,610 from January 30, 2006 through June 30, 2006 and the provision for loan losses was
$98,175.

Non-interest expense was $692,666 for
the six month period ended June 30, 2006, primarily consisting of compensation and
employee benefits of $375,503, which included $21,042 in stock option compensation,
occupancy and equipment of $147,175, data processing of $39,164, and supplies, postage and
telephone expense of $31,092. Marketing, advertising and shareholder communications
expense was $30,765. Other expenses included credit-related costs, business development,
and dues and memberships expense.

12

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# Financial Condition

Overview

Total assets were $20.3 million at
June 30, 2006, an increase of $9.4 million from December 31, 2005, and included gross
loans of $6.5 million, investment securities of $6.3 million and federal funds sold of
$5.8 million. Deposits were $10.0 million and shareholders equity was $10.2 million.

Loans

Since loans typically provide higher
interest yields than other types of interest earning assets, our goal is to have the
highest percentage of our earning assets in our loan portfolio. At June 30, 2006, our loan
portfolio totaled $6.5 million and consisted primarily of approximately $2.1 million in
commercial real estate loans, $2.2 million in commercial loans, and $2.2 million in
residential property secured, home equity lines and consumer lines.

We will discontinue accrual of
interest on a loan when we conclude it is doubtful that we will be able to collect
interest from the borrower. We will reach this conclusion by taking into account factors
such as the borrowers financial condition, economic and business conditions, and the
results of our previous collection efforts. Generally, we will place a delinquent loan in
non-accrual status when the loan becomes 90 days or more past due. When we place a loan in
non-accrual status, we will reverse all interest which has been accrued on the loan but
remains unpaid and we will deduct this interest from earnings as a reduction of reported
interest income. We will not accrue any additional interest on the loan balance until we
conclude the collection of both principal and interest is reasonably certain. At June 30,
2006, there were no non-performing loans, and we had no loans that were 90 days or more
past due or non-accruing.

Loan Loss Allowance and
Provision

We have established an allowance for
loan losses through a provision for loan losses charged to expense on our consolidated
statement of operations. The allowance for loan losses was $98,175, or 1.50% of
outstanding loans, at June 30, 2006. The allowance for loan losses represents an amount
which we believe will be adequate to absorb probable losses on existing loans that may
become uncollectible. Our judgment as to the adequacy of the allowance for loan losses is
based on a number of assumptions about future events, which we believe to be reasonable,
but which may or may not prove to be accurate. Our determination of the allowance for loan
losses will be based on evaluations of the collectibility of loans, including
consideration of factors such as the balance of impaired loans, the quality, mix, and size
of our overall loan portfolio, economic conditions that may affect the borrowers
ability to repay, the amount and quality of collateral securing the loans, our historical
loan loss experience, and a review of specific problem loans. We will also consider
subjective issues such as changes in the lending policies and procedures, changes in the
local/national economy, changes in volume or type of credits, changes in volume/severity
of problem loans, quality of loan review and board of director oversight, concentrations
of credit, and peer group comparisons. Due to our limited operating history, to date the
provision for loan losses has been made primarily as a result of our assessment of general
loan loss risk compared to banks of similar size and maturity. Due to our short operating
history, the loans in our loan portfolio and our lending relationships are of very recent
origin. In general, loans do not begin to show signs of credit deterioration or default
until they have been outstanding for some period of time, a process known as seasoning. As
a result, a portfolio of older loans will usually behave more predictably than a newer
portfolio. Because our loan portfolio is new, the current level of delinquencies and
defaults may not be representative of the level that will prevail when the portfolio
becomes more seasoned, which may be higher than current levels. If delinquencies and
defaults increase, we may be required to increase our provision for loan losses, which
would adversely affect our results of operations and financial condition. Periodically, we
will adjust the amount of the allowance based on changing circumstances. We will charge
recognized losses to the allowance and add subsequent recoveries back to the allowance for
loan losses. There can be no assurance that charge-offs of loans in future periods will
not exceed the allowance for loan losses as estimated at any point in time or that
provisions for loan losses will not be significant to a particular accounting period.

Investments

Investment securities, classified
available for sale, totaled $6.3 million at June 30, 2006 and were comprised of
government-sponsored agencies of approximately $4.8 million and agency mortgage-backed
securities of $1.5 million.

13

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Deposits

Local deposits are our primary
funding source for our loans and investments. At June 30, 2006, deposits were $10.0
million and consisted of approximately $5.3 million in money market and savings accounts,
$1.9 million in demand deposits and interest checking accounts and $2.8 million in
certificates of deposit.

# Liquidity

Liquidity is the ability to meet
current and future obligations through liquidation or maturity of existing assets or the
acquisition of liabilities. We manage both assets and liabilities to achieve appropriate
levels of liquidity. Cash and short-term investments are our primary sources of asset
liquidity. These funds provide a cushion against short-term fluctuations in cash flow from
both deposits and loans. The investment portfolio is our principal source of secondary
asset liquidity. However, the availability of this source of funds is influenced by market
conditions. Individual and commercial deposits and borrowings are our primary source of
funds for credit activities. We have lines of credit with unrelated banks totaling $3.0
million. These lines are available on a one-to-fourteen day basis for general corporate
purposes. We believe our liquidity sources are adequate to meet our operating needs. The
level of liquidity is measured by the cash and cash equivalents and securities available
for sale-to-total assets ratio, which was at 62.20% at June 30, 2006.

# Off-Balance Sheet
Instruments

Through the operations of our bank,
we have made contractual commitments to extend credit in the ordinary course of our
business activities. These commitments are legally binding agreements to lend money to our
clients at predetermined interest rates for a specified period of time. At June 30, 2006,
we had issued commitments to extend credit of $1,767,000 through various types of lending
arrangements. We evaluate each clients credit worthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary by us upon extension of credit, is
based on our credit evaluation of the borrower. Collateral varies but may include accounts
receivable, inventory, property, plant and equipment, commercial and residential real
estate. We manage the credit risk on these commitments by subjecting them to normal
underwriting and risk management processes.

# Capital Resources

Total shareholders equity
decreased from $10.8 million at December 31, 2005 to $10.2 million at June 30, 2006,
primarily due to our net loss of $488,013 for the six-month period and unrealized losses
on available for sale investment securities of $97,752. Common stock increased $21,316,
primarily due to stock option compensation of $21,042.

The bank is subject to various
regulatory capital requirements administered by the federal banking agencies. Failure to
meet minimum capital requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a material effect on
the banks financial statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the bank must meet specific capital guidelines
that involve quantitative measures of the banks assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices. The
banks capital amounts and classifications are also subject to qualitative judgments
by the regulators about components, risk weightings, and other factors.

The Federal Reserve guidelines
contain an exemption from the capital requirements for small bank holding
companies. On March 31, 2006, the Federal Reserve changed the definition of a small
bank holding company to bank holding companies with less than $500 million in total assets
(an increase from $150 million under the prior rule). However, bank holding companies will
not qualify under the new definition if they (i) are engaged in significant nonbanking
activities either directly or indirectly through a subsidiary, (ii) conduct significant
off-balance sheet activities, including securitizations or managing or administering
assets for third parties, or (iii) have a material amount of debt or equity securities
(including trust preferred securities) outstanding that are registered with the SEC.
Although we have less than $500 million in assets, it is unclear at this point whether we
otherwise meet the requirements for qualifying as a small bank holding
company. According to the Federal Reserve Board, the revision of the criterion to
exclude any bank holding company that has outstanding a material amount of SEC-registered
debt or equity securities reflects the fact that SEC registrants typically exhibit a
degree of complexity of operations and access to multiple funding sources that warrants
excluding them from the new policy statement and subjecting them to the capital
guidelines. In the adopting release for the new rule, the Federal Reserve Board stated
that what constitutes a material amount of SEC-registered debt or equity for a
particular bank holding company depends on the size, activities and condition of the
relevant bank holding company.

14

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In lieu of using fixed measurable
parameters of materiality across all institutions, the rule provides the Federal Reserve
with supervisory flexibility in determining, on a case-by-case basis, the significance or
materiality of activities or securities outstanding such that a bank holding company
should be excluded from the policy statement and subject to the capital guidelines. Prior
to adoption of this new rule, our holding company was not subject to these capital
guidelines, as it had less than $150 million in assets. Until the Federal Reserve provides
further guidance on the new rules, it will be unclear whether our holding company will be
subject to the exemption from the capital requirements for small bank holding companies.
Regardless, our bank falls under these minimum capital requirements as set per bank
regulatory agencies.

Quantitative measures established by
regulation to ensure capital adequacy require the bank to maintain minimum ratios of Tier
1 and total capital as a percentage of assets and off-balance-sheet exposures, adjusted
for risk weights ranging from 0% to 100%. Tier 1 capital of the bank consists of common
shareholders equity, excluding the unrealized gain or loss on securities
available-for-sale, minus certain intangible assets. The banks Tier 2 capital
consists of the allowance for loan losses subject to certain limitations. Total capital
for purposes of computing the capital ratios consists of the sum of Tier 1 and Tier 2
capital. The regulatory minimum requirements are 4% for Tier 1 capital and 8% for total
risk-based capital.

The bank is also required to maintain
capital at a minimum level based on quarterly average assets, which is known as the
leverage ratio. Only the strongest banks are allowed to maintain capital at the minimum
requirement of 3%. All others are subject to maintaining ratios 1% to 2% above the
minimum. The bank exceeded its minimum regulatory capital ratios as of June 30, 2006, as
well as the ratios to be considered well capitalized.

The following table summarizes the
capital amounts and ratios of the bank and the regulatory minimum requirements at June 30,
2006.

(Dollars in thousands)

|                                       |  |  |   |        | Adequately
|-------------------------------------- |  |  | - | ------ | ----------
|
|
|
|Total capital to risk weighted assets  |  |  | $ | 10,368 |           
|Tier 1 capital to risk weighted assets |  |  | $ | 10,270 |           
|Tier 1 capital to average assets       |  |  | $ | 10,270 |           

# Item
3.   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 15d-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 as of June 30, 2006. There have been no significant changes in our internal
controls over financial reporting during the fiscal quarter ended June 30, 2006 that have
materially affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.

The
design of any system of controls and procedures is based in part upon certain assumptions
about the likelihood of future events. There can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions, regardless of
how remote.

15

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# Part II  Other
Information

# Item
1.   Legal Proceedings

There are no material pending legal
proceedings to which the company is a party or of which any of its property is the
subject.

# Item
2.  Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

# Item 3.   Default
Upon Senior Securities

Not applicable

# Item
4.   Submission of Matters to a Vote of Security Holders

At the Companys annual meeting
held on April 20, 2006, there were two items submitted to a vote of security holders: the
re-election of Class I directors and a vote on the BankGreenville Financial Corporation
2006 Stock Incentive Plan.

Our board of directors is divided
into three classes with each class as nearly equal in number as possible. The three
classes of directors have staggered terms so that the terms of approximately one-third of
the board members expire at each annual meeting of shareholders. The current Class I
directors are Jeffrey L. Dezen, Roger H. Gower and Frank B. Halter, Jr. Class II directors
are R. Bruce Harman, Arthur L. Howson, Jr., Paula S. King and Robert L. Kunz. Class III
directors are Jonathan T. McClure, David A. Merline, Jr., William H. Pelham and Russel T.
Williams.

The terms of the Class I directors
expired at the annual meeting. Each of the three current Class I directors was nominated
for re-election for a three-year term at the annual meeting on April 20, 2006. The numbers
and types of votes cast in the election of the Class I directors were as follows: For Mr.
Dezen  1,064,950, votes withheld  9,000; for Mr. Gower  1,066,450, votes
withheld  7,500; and for Mr. Halter  1,066,450, votes withheld  7,500.
There were no broker non-votes, abstentions, or votes against the Class I directors. Votes
cast represented over 91% of the outstanding shares.

Since a plurality of the votes was
attained for the Class I directors, the approval of these directors to serve three-year
terms, expiring at the 2009 annual meeting, was recorded in our minute book from the
annual meeting.

Additionally, at the annual meeting
on April 20, 2006, the Companys 2006 Stock Incentive Plan was submitted to a vote of
security holders. The numbers and types of votes were as follows: For  441,150,
against  59,150, abstentions  6,000, and broker non-votes  567,650.
There were no votes withheld. 91% of the outstanding shares was represented. Since a
majority of the votes cast on this matter were voted in favor of approval of the
BankGreenville Financial Corporation 2006 Stock Incentive Plan, the approval of the plan
was recorded in our minute book from the annual meeting.

There were no other matters voted on
by the Companys shareholders at the annual meeting.

# Item
5.   Other Information

Not applicable

16

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# Item 6.   Exhibits

31.1    
 Rule 15d-14(a) Certification of the Principal Executive Officer.

31.2    
 Rule 15d-14(a) Certification of the Principal Financial Officer.

32     
Section 1350 Certifications.

17

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# 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:  August 11, 2006 |  | By:   /s/  Russel T. Williams                                 
|                       |  | Russel T. Williams                                            
|                       |  | Chief Executive Officer
         (Principal Executive Officer)

|                       |  |                                                               
|---------------------- |  | --------------------------------------------------------------
|                       |  |                                                               
|Date:  August 11, 2006 |  | By:   /s/  Paula S. King                                      
|                       |  | Paula S. King                                                 
|                       |  | Chief Financial Officer
         (Principal Financial Officer)

18

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# EXHIBIT INDEX

ExhibitNumber
       Description

31.1           
 Rule 15d-14(a) Certification of the Principal Executive Officer.

31.2           
 Rule 15d-14(a) Certification of the Principal Financial Officer.

32              
Section 1350 Certifications.

19