UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q




(Mark
One)


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


For
the quarterly period ended September 30, 2009




OR


o
                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   000-50771




AMERICAN PATRIOT FINANCIAL
GROUP, INC.




(Exact
name of registrant as specified in its charter)




Tennessee
            
            20-0307691(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)3095
      East Andrew Johnson Highway
              Greeneville,
      Tennessee
            
            37745(Address
      of principal executive offices)
            
            (Zip
      Code)Registrant’s
      telephone number, including area code:  (423)
      636-1555Not
      Applicable(Former
      name, former address and former fiscal year, if changed since last
      report)







Indicate
by check mark whether the registrant (1) has 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 xNO o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


YES oNO o




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






Large accelerated
      filer o
            Accelerated filer
      oNon-accelerated
      filer o (Do
      not check if a small reporting company)
            Smaller reporting
      company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.)


YES oNO x




As of
November 1, 2009, there were 2,389,391 shares of common stock, $0.333 par value,
issued and outstanding.












PART
      I - FINANCIAL INFORMATIONItem 1.
            Financial
      Statements.
            3The
      consolidated financial statements of the Registrant and its wholly owned
      subsidiary are as follows:Consolidated
      Balance Sheets - September 30, 2009 (unaudited) and December 31,
      2008.
            3Consolidated
      Statements of Income - For the nine months ended September 30, 2009 and
      2008 (unaudited).
            4Consolidated
      Statements of Income - For the three months ended September 30, 2009 and
      2008 (unaudited).
            5Consolidated
      Statements of Changes in Stockholders’ Equity - For the nine months ended
      September 30, 2009 (unaudited).
            6Consolidated
      Statements of Cash Flows - For the nine months ended September 30, 2009
      and 2008 (unaudited).
            7Notes
      to Consolidated Financial Statements.
            9Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
            17Item
      3.
            Quantitative
      and Qualitative Disclosures about Market Risk.
            27Item
      4.
            Controls
      and Procedures.
            27PART
      II - OTHER INFORMATIONItem
      1.
            Legal
      Proceedings.
            28Item
      1A.
            Risk
      Factors.
            28Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds.
            33Item
      3.
            Defaults
      Upon Senior Securities.
            34Item
      4.
            Submission
      of Matters to a Vote of Security Holders.
            34Item 5.
            Other
      Information.
            34Item
      6.
            Exhibits.
            35




2




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY


Greeneville,
Tennessee


CONSOLIDATED
BALANCE SHEETS





Part
I. FINANCIAL INFORMATION




Item
1.  Financial Statements





As
      of
            
            
            As
      ofSeptember
      30,
              2009
            
            
            December
      31,
              2008(Unaudited)ASSETSCash
      and due from banks
            
            $
            4,176,252
            
            
            $
            2,690,246Federal
      funds sold
            
            
            6,647,186
            
            
            
            3,706,160Cash
      and cash equivalents
            
            
            10,823,438
            
            
            
            6,396,406Securities
      available for sale
            
            
            2,004,160
            
            
            
            -Federal
      Home Loan Bank stock, at cost
            
            
            296,500
            
            
            
            291,200Loans,
      net of estimated allowance for loan losses of $3,619,358 in 2009 and
      $2,373,648 in 2008
            
            
            96,647,146
            
            
            
            103,327,562Premises
      and equipment, net
            
            
            5,101,828
            
            
            
            5,317,685Accrued
      interest receivable
            
            
            373,538
            
            
            
            505,460Deferred
      tax assets, net
            
            
            1,729,577
            
            
            
            788,325Foreclosed
      assets
            
            
            3,481,607
            
            
            
            394,579Cash
      surrender value of bank owned life insurance
            
            
            2,438,395
            
            
            
            2,353,498Other
      assets
            
            
            196,997
            
            
            
            218,111Total
      Assets
            
            $
            123,093,186
            
            
            $
            119,592,826LIABILITIES
      AND STOCKHOLDERS’ EQUITYLIABILITIESDeposits:Noninterest-bearing
      demand
            
            $
            7,175,284
            
            
            $
            7,937,765Interest-bearingMoney
      market, interest checking and savings
            
            
            27,591,961
            
            
            
            25,490,810Time
      deposits
            
            
            74,973,688
            
            
            
            70,310,602Total
      Deposits
            
            
            109,740,933
            
            
            
            103,739,177Accrued
      interest payable
            
            
            525,795
            
            
            
            522,592Other
      liabilities
            
            
            460,516
            
            
            
            476,003Federal
      Home Loan Bank and other borrowings
            
            
            6,395,920
            
            
            
            6,506,805Total
      Liabilities
            
            
            117,123,164
            
            
            
            111,244,577Commitments
      and contingenciesSTOCKHOLDERS’
      EQUITYStock:Preferred
      stock, no par value; authorized 1,000,000 shares; none issued and
      outstanding
            
            
            -
            
            
            
            -Common
      stock, $0.333 par value; authorized 6,000,000 shares; issued and
      outstanding 2,389,391 shares at September 30, 2009 and December 31,
      2008
            
            
            796,337
            
            
            
            796,337Additional
      paid-in capital
            
            
            7,167,260
            
            
            
            7,167,260Retained
      earnings (deficit)
            
            
            (1,997,735
            )
            
            
            384,652Accumulated
      other comprehensive income
            
            
            4,160
            
            
            
            -Total
      Stockholders’ Equity
            
            
            5,970,022
            
            
            
            8,348,249Total
      Liabilities and Stockholders’ Equity
            
            $
            123,093,186
            
            
            $
            119,592,826


The
accompanying notes are an integral part of these consolidated financial
statements.
  3





AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY


Greeneville,
Tennessee


CONSOLIDATED
STATEMENTS OF INCOME


(Unaudited)





Nine
      Months EndedSeptember30,
              2009
            
            
            September
      30,
              2008Interest
      and dividend income:Loans,
      including fees
            
            $
            4,674,930
            
            
            $
            5,467,220Investment
      securities
            
            
            4,173
            
            
            
            -Dividends
      on Federal Home Loan Bank stock
            
            
            10,224
            
            
            
            10,501Federal
      funds sold and other
            
            
            17,959
            
            
            
            76,912Total
      interest and dividend income
            
            
            4,707,286
            
            
            
            5,554,633Interest
      expense:Deposits
            
            
            2,145,701
            
            
            
            2,510,844Borrowed
      funds
            
            
            195,572
            
            
            
            88,135Total
      interest expense
            
            
            2,341,273
            
            
            
            2,598,979Net
      interest income before provisionfor (benefit from)
      loan losses
            
            
            2,366,013
            
            
            
            2,955,654Provision
      for (benefit from) loan losses
            
            
            2,796,581
            
            
            
            (125,510
            )Net
      interest income (loss) after provisionfor (benefit from)
      loan losses
            
            
            (430,568
            )
            
            
            3,081,164Noninterest
      income:Service
      charges on deposit accounts
            
            
            321,189
            
            
            
            398,401Fees
      from origination of mortgage loans sold
            
            
            15,620
            
            
            
            16,632Investment
      sales commissions
            
            
            -
            
            
            
            9,734Other
            
            
            110,446
            
            
            
            104,102Total
      noninterest income
            
            
            447,255
            
            
            
            528,869Noninterest
      expense:Salaries
      and employee benefits
            
            
            1,311,442
            
            
            
            1,535,040Occupancy
            
            
            441,995
            
            
            
            452,869Advertising
            
            
            33,626
            
            
            
            95,909Data
      processing
            
            
            247,535
            
            
            
            245,083Legal
      and professional
            
            
            505,051
            
            
            
            299,222Other
      operating
            
            
            800,678
            
            
            
            517,357Total
      noninterest expense
            
            
            3,340,327
            
            
            
            3,145,480Income
      (loss) before income tax (benefit) expense
            
            
            (3,323,640
            )
            
            
            464,553Income
      tax (benefit) expense
            
            
            (941,253
            )
            
            
            159,709Net
      (loss) income
            
            $
            (2,382,387
            )
            
            $
            304,844Basic
      net (loss) income per common share
            
            $
            (1.00
            )
            
            $
            .13Diluted
      net (loss) income per common share
            
            $
            (1.00
            )
            
            $
            .13


The
accompanying notes are an integral part of these consolidated financial
statements.
  4




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY


Greeneville,
Tennessee


CONSOLIDATED
STATEMENTS OF INCOME


(Unaudited)





Three
      Months EndedSeptember
      30,
              2009
            
            
            September
      30,
              2008Interest
      and dividend income:Loans,
      including fees
            
            $
            1,515,661
            
            
            $
            1,781,071Investment
      securities
            
            
            4,173
            
            
            
            -Dividends
      on Federal Home Loan Bank stock
            
            
            3,696
            
            
            
            10,384Federal
      funds sold and other
            
            
            6,454
            
            
            
            16,425Total
      interest and dividend income
            
            
            1,529,984
            
            
            
            1,807,880Interest
      expense:Deposits
            
            
            652,234
            
            
            
            753,632Borrowed
      funds
            
            
            65,155
            
            
            
            47,617Total
      interest expense
            
            
            717,389
            
            
            
            801,249Net
      interest income before provisionfor loan
      losses
            
            
            812,595
            
            
            
            1,006,631Provision
      for loan losses
            
            
            771,586
            
            
            
            12,089Net
      interest income after provisionfor loan
      losses
            
            
            41,009
            
            
            
            994,542Noninterest
      income:Service
      charges on deposit accounts
            
            
            111,031
            
            
            
            131,556Fees
      from origination of mortgage loans sold
            
            
            -
            
            
            
            9,760Other
            
            
            39,428
            
            
            
            40,166Total
      noninterest income
            
            
            150,459
            
            
            
            181,482Noninterest
      expense:Salaries
      and employee benefits
            
            
            422,310
            
            
            
            494,358Occupancy
            
            
            137,998
            
            
            
            147,519Advertising
            
            
            7,631
            
            
            
            52,090Data
      processing
            
            
            82,246
            
            
            
            80,741Legal
      and professional
            
            
            116,982
            
            
            
            61,579Other
      operating
            
            
            318,408
            
            
            
            193,020Total
      noninterest expense
            
            
            1,085,575
            
            
            
            1,029,307Income
      (loss) before income tax (benefit) expense
            
            
            (894,107
            )
            
            
            146,717Income
      tax (benefit) expense
            
            
            (10,912
            )
            
            
            57,939Net
      (loss) income
            
            $
            (883,195
            )
            
            $
            88,778Basic
      net (loss) income per common share
            
            $
            (.37
            )
            
            $
            .04Diluted
      net (loss) income per common share
            
            $
            (.37
            )
            
            $
            .04


The
accompanying notes are an integral part of these consolidated financial
statements.
  5


AMERICAN
PATRIOT FINANCIAL GROUP, INC.


Greeneville,
Tennessee


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY - UNAUDITED


Nine
Months Ended September 30, 2009




AccumulatedAdditional
            
            
            Retained
            
            
            OtherComprehensive
            
            
            Common
            
            
            Paid-In
            
            
            Earnings
            
            
            ComprehensiveIncome
            
            
            Stock
            
            
            Capital
            
            
            (Deficit)
            
            
            Income
            
            
            TotalBalance,
      December 31, 2008
            
            
            
            
            $
            796,337
            
            
            $
            7,167,260
            
            
            $
            384,652
            
            
            $
            -
            
            
            $
            8,348,249Comprehensive
      income:Net
      loss
            
            $
            (2,382,387
            )
            
            
            -
            
            
            
            -
            
            
            
            (2,382,387
            )
            
            
            -
            
            
            
            (2,382,387
            )Other
      comprehensive income:Unrealized
      holding gains on securities available for sale, net of reclassification
      adjustment
            
            
            4,160
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            4,160
            
            
            
            4,160Total
      comprehensive income (loss)
            
            $
            (2,378,227
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance,
      September 30, 2009
            
            
            
            
            
            $
            796,337
            
            
            $
            7,167,260
            
            
            $
            (1,997,735
            )
            
            $
            4,160
            
            
            $
            5,970,022


The
accompanying notes are an integral part of these consolidated financial
statements.
  6




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY


Greeneville,
Tennessee


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)




Nine
      Months EndedSeptember30,
              2009
            
            
            September
      30,
              2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (loss) income
            
            $
            (2,382,387
            )
            
            $
            304,844Adjustments
      to reconcile net (loss) income to net cash provided by (used in) operating
      activities:Provision
      for (benefit from) loan losses
            
            
            2,796,581
            
            
            
            (125,510
            )Depreciation
            
            
            228,528
            
            
            
            238,462Gain
      on sale of premises and equipment
            
            
            (1,817
            )
            
            
            (12,300
            )Write-down
      of foreclosed assets
            
            
            -
            
            
            
            11,075Realized
      loss on sales of foreclosed assets
            
            
            1,565
            
            
            
            4,207Deferred
      income tax (benefit) expense
            
            
            (941,252
            )
            
            
            18,405Increase
      in cash surrender value of bank owned life insurance
            
            
            (84,897
            )
            
            
            (80,514
            )Net
      change in:Accrued
      interest receivable
            
            
            131,922
            
            
            
            47,470Other
      assets
            
            
            21,114
            
            
            
            31,022Other
      liabilities
            
            
            (15,487
            )
            
            
            363,237Accrued
      interest payable
            
            
            3,203
            
            
            
            (395,355
            )Net
      cash provided by (used in) operating activities
            
            
            (242,927
            )
            
            
            405,043CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of securities available for sale
            
            
            (2,000,000
            )
            
            
            -Proceeds
      from sale of foreclosed assets
            
            
            19,052
            
            
            
            277,956Federal
      Home Loan Bank stock purchase
            
            
            (5,300
            )
            
            
            (32,400
            )Loan
      originations and principal collections, net
            
            
            776,190
            
            
            
            (9,871,965
            )Additions
      to premises and equipment
            
            
            (13,153
            )
            
            
            (61,134
            )Proceeds
      from sale of premises and equipment
            
            
            2,299
            
            
            
            12,300Net
      cash used in investing activities
            
            
            (1,220,912
            )
            
            
            (9,675,243
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Net
      change in deposits (non-time deposits)
            
            
            1,338,670
            
            
            
            (8,984,374
            )Net
      change in time deposits
            
            
            4,663,086
            
            
            
            5,162,589Issuance
      of stock
            
            
            -
            
            
            
            249,975Proceeds
      from other borrowings
            
            
            28,000
            
            
            
            -Federal
      Home Loan Bank advances
            
            
            -
            
            
            
            4,500,000Federal
      Home Loan Bank repayments
            
            
            (138,885
            )
            
            
            (810,308
            )Net
      cash provided by financing activities
            
            
            5,890,871
            
            
            
            117,882Net
      change in cash and cash equivalents
            
            
            4,427,032
            
            
            
            (9,152,318
            )Cash
      and cash equivalents at beginning of period
            
            
            6,396,406
            
            
            
            15,069,442Cash
      and cash equivalents at end of period
            
            $
            10,823,438
            
            
            $
            5,917,124


The
accompanying notes are an integral part of these consolidated financial
statements.
  7


AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY


Greeneville,
Tennessee


CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)


(Unaudited)





Nine
      Months EndedSeptember
      30,
              2009
            
            
            September
      30,
              2008SUPPLEMENTARY
      CASH FLOW INFORMATION:Interest
      paid on deposits and borrowed funds
            
            $
            2,338,070
            
            
            $
            2,994,334Income
      taxes paid
            
            $
            152,004
            
            
            $
            -SUPPLEMENTAL
      SCHEDULE OF NON-CASH ACTIVITIES:Loans
      moved to foreclosed/repossessed assets
            
            $
            3,107,645
            
            
            $
            211,889





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





8




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY


Greeneville,
Tennessee


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)




Note
1. Summary of Significant Accounting Policies





Nature of
Business:





American
Patriot Financial Group, Inc. (the “Company”) is a bank holding company which
owns all of the outstanding common stock of American Patriot Bank (the
“Bank”).  The Bank provides a variety of financial services through
its locations in Greeneville and Maryville, Tennessee and surrounding
areas.  The Bank’s primary deposit products are demand deposits,
savings accounts, and certificates of deposit.  Its primary lending
products are commercial loans, real estate loans, and installment
loans.





The
following is a description of the significant policies used in the preparation
of the accompanying consolidated financial statements.





Basis
of Presentation:





These
consolidated financial statements include the accounts of American Patriot
Financial Group, Inc. and its wholly owned subsidiary, American Patriot
Bank.  Significant intercompany transactions and accounts are
eliminated in consolidation.





The
accompanying unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
(“GAAP”) for interim financial information and in accordance with the
instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the
Securities and Exchange Commission (“SEC”).  Accordingly, they do not
include all the information and footnotes required by accounting principles
generally accepted in the United States for complete financial
statements.  In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation of
the financial position and results of operations for the periods presented have
been included.  Operating results for the three and nine months ended
September 30, 2009, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2009.  For further
information, refer to the consolidated financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2008.  Certain amounts from prior period financial statements have
been reclassified to conform to current period’s presentation.





Use
of Estimates:





The
preparation of consolidated financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities as of the balance sheet date and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ
from those estimates.  The most significant management accounting
estimate is the allowance for loan losses.  The allowance for loan
losses is evaluated on a regular basis by management and is based upon
management’s periodic review of the collectibility of the loans in light of
historical experience, the nature and volume of the loan portfolio, adverse
situations that may affect the borrower’s ability to repay, estimated value of
any underlying collateral and prevailing economic conditions.  This
evaluation is inherently subjective as it requires estimates that are
susceptible to significant revision as more information becomes
available.




9





The Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (the “Codification” or
“ASC”):





In June
2009, the FASB issued an accounting standard which established the Codification
to become the single source of authoritative GAAP recognized by the FASB to be
applied by nongovernmental entities, with the exception of guidance issued by
the U.S. Securities and Exchange Commission (the “SEC”) and its
staff.  All guidance contained in the Codification carries an equal
level of authority.  The Codification is not intended to change GAAP,
but rather is expected to simplify accounting research by reorganizing current
GAAP into approximately 90 accounting topics.  The Company adopted
this accounting standard in preparing its consolidated financial statements for
the period ended September 30, 2009. The adoption of this accounting standard,
which was subsequently codified into ASC Topic 105, “Generally Accepted Accounting
Principles,” had no impact on retained earnings and will have no impact
on the Company’s statements of income and condition.





Note
2. Stock
Options and Awards





No
options were granted during the three or nine months ended September 30, 2009,
and no compensation cost related to options is recognized in the consolidated
statements of income for the three or nine months ended September 30,
2009.  No intrinsic value exists at September 30, 2009 as the market
price of the Company’s common stock of $2.75 per common share is below the
exercise price of the outstanding options.





Note
3. Earnings (Loss) Per Share of Common Stock





Basic
earnings per share (EPS) of common stock is computed by dividing net income by
the weighted average number of common shares outstanding during the
period.  Diluted earnings per share of common stock is computed by
dividing net income by the weighted average number of common shares and
potential dilutive common shares outstanding during the period.  Stock
options are regarded as potential common shares.  Potential common
shares are computed using the treasury stock method.  For the nine
months ended September 30, 2009, 71,150 options are excluded from the effect of
dilutive securities because they are anti-dilutive; 18,150 options are similarly
excluded from the effect of dilutive securities for the nine months ended
September 30, 2008.
  10





The
following is a reconciliation of the numerators and denominators used in the
basic and diluted earnings per share computations for the three and nine months
ended September 30, 2009 and 2008.




Three
      Months Ended September 30,2009
            
            
            2008Income(Loss)
            
            
            Shares
            
            
            Income
            
            
            Shares(Numerator)
            
            
            (Denominator)
            
            
            (Numerator)
            
            
            (Denominator)Basic
      EPSIncome
      (loss) available to common stockholders
            
            $
            (883,195
            )
            
            
            2,389,391
            
            
            $
            88,778
            
            
            
            2,356,818Effect
      of dilutive securities Stock options outstanding
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            13,333Diluted
      EPSIncome
      (loss) available to common shareholders plus assumed
      conversions
            
            $
            (883,195
            )
            
            
            2,389,391
            
            
            $
            88,778
            
            
            
            2,370,151








Nine
      Months Ended September 30,2009
            
            
            2008Income
            
            
            Shares
            
            
            Income
            
            
            Shares(Numerator)
            
            
            (Denominator)
            
            
            (Numerator)
            
            
            (Denominator)Basic
      EPSIncome
      (loss) available to common stockholders
            
            $
            (2,382,387
            )
            
            
            2,389,391
            
            
            $
            304,844
            
            
            
            2,356,818Effect
      of dilutive securities Stock options outstanding
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            14,580Diluted
      EPSIncome
      (loss) available to common shareholders plus assumed
      conversions
            
            $
            (2,382,387
            )
            
            
            2,389,391
            
            
            $
            304,844
            
            
            
            2,371,398





Note
4. Fair Value Disclosures





Fair
Value Measurements:





ASC Topic
820, Fair Value Measurements
and Disclosures, (“ASC 820”) defines fair value,
establishes a framework for measuring fair value in GAAP and expands disclosures
about fair value measurements.  ASC 820 applies only to fair-value
measurements that are already required or permitted by other accounting
standards and is expected to increase the consistency of those
measurements.  The definition of fair value focuses on the exit price,
i.e., the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date, not the entry price, i.e., the price that would be paid to
acquire the asset or received to assume the liability at the measurement
date.  The statement emphasizes that fair value is a market-based
measurement, not an entity-specific measurement.  Therefore, the fair
value measurement should be determined based on the assumptions that market
participants would use in pricing the asset or liability.
  11





The
Company has an established process for determining fair values.  Fair
value is based upon quoted market prices, where available.  If listed
prices or quotes are not available, fair value is based upon internally
developed models or processes that use primarily market-based or
independently-sourced market data, including interest rate yield curves, option
volatilities and third party information.  Valuation adjustments may
be made to ensure that financial instruments are recorded at fair
value.  Furthermore, while the Company believes its valuation methods
are appropriate and consistent with other market participants, the use of
different methodologies, or assumptions, to determine the fair value of certain
financial instruments could result in a different estimate of fair value at the
reporting date.





ASC 820
also establishes a three-tier fair value hierarchy which requires an entity to
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value, as follows:





Level 1 –
Quoted prices (unadjusted) in active markets for identical assets or liabilities
that the Company has the ability to access.





Level 2 –
Significant other observable inputs other than Level 1 prices, such as quoted
prices for similar assets or liabilities in active markets, quoted prices in
markets that are not active and other inputs that are observable or can be
corroborated by observable market data.





Level 3 –
Significant unobservable inputs that reflect the Company’s own assumptions about
the assumptions that market participants would use in pricing an asset or
liability.





A
financial instrument’s categorization within the valuation hierarchy is based
upon the lowest level of input that is significant to the fair value
measurement.  Following is a description of the valuation
methodologies used for instruments measured at fair value, as well as the
general classification of such instruments pursuant to the valuation
hierarchy.





Securities Available for Sale
– Securities classified as available for sale are reported at fair value
utilizing Level 2 inputs.  For these securities, the Company obtains
fair value measurements from an independent pricing service. The fair value
measurements consider observable data that may include dealer quotes, market
spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade
execution data, market consensus prepayment speeds, credit information and the
bond’s terms and conditions, among other things.





Impaired Loans – The Company
does not record loans at fair value on a recurring basis.  However,
from time to time, a loan is considered impaired and an allowance for loan
losses is established.  Loans for which it is probable that payment of
interest and principal will not be made in accordance with the contractual terms
of the loan agreement are considered impaired.  Once a loan is
identified as individually impaired, management measures impairment in
accordance with ASC Topic 310, Receivables (“ASC 310”).  The fair value
of impaired loans is estimated using several methods including collateral value,
liquidation value and discounted cash flows.  Those impaired loans not
requiring an allowance represent loans for which the fair value of the expected
repayments or collateral exceed the recorded investments in such loans. At
September 30, 2009, substantially all of the total impaired loans were evaluated
(or impaired loans were primarily evaluated) based on the fair value of
collateral.  In accordance with ASC 310, Receivables, impaired loans
where an allowance is established based on the fair value of collateral require
classification in the fair value hierarchy.  When the fair value of
the collateral is based on the observable market price or a current appraised
value, the Company records the impaired loan as nonrecurring Level
2.  When an appraised value is not available or management determines
the fair value of the collateral is further impaired below the appraised value
and there is no observable market price, the Company records the impaired loan
as nonrecurring Level 3.
  12





Foreclosed Assets –
Foreclosed assets consisting of properties obtained through foreclosure or in
satisfaction of loans is initially recorded at fair value, determined on the
basis of current appraisals, comparable sales, and other estimates of value
obtained principally from independent sources, adjusted for estimated selling
costs.  At the time of foreclosure, any excess of the loan balance
over the fair value of the real estate held as collateral is treated as a charge
against the allowance for loan losses.  Gains or losses on sale and
any subsequent adjustments to the fair value are recorded as a component of
foreclosed real estate expense.  Other real estate is included in
Level 2 of the valuation hierarchy.





The
Company has no liabilities measured at fair value on a recurring basis and
certain assets are measured at fair value on a recurring basis; however, certain
assets and liabilities are measured at fair value on a nonrecurring basis, which
means the assets and liabilities are not measured at fair value on an ongoing
basis but are subject to fair value adjustments in certain circumstances (for
example, when there is evidence of impairment).  The following tables
present the financial instruments carried at fair value as of September 30,
2009, by caption on the consolidated balance sheets and by ASC 820 valuation
hierarchy (as described above):





Assets
measured at fair value on a recurring basis as of September 30,
2009:





Balance
      as
              of
              September
      30,
              2009
            
            
            Quoted
              Prices
      in
              Active
              Markets
      for
              Identical
              Assets
              (Level
      1)
            
            
            Significant
              Other
              Observable
              Inputs
              (Level
      2)
            
            
            Significant
              Other
              Unobservable
              Inputs
              (Level
      3)Securities
      available for sale
            
            $
            2,004,160
            
            
            $
            -
            
            
            $
            2,004,160
            
            
            $
            -





Assets
measured at fair value on a nonrecurring basis as of September 30,
2009:




Balance
      as
              of
              September
      30,
              2009
            
            
            Quoted
              Prices
      in
              Active
              Markets
      for
              Identical
              Assets
              (Level
      1)
            
            
            Significant
              Other
              Observable
              Inputs
              (Level
      2)
            
            
            Significant
              Other
              Unobservable
              Inputs
              (Level
      3)Foreclosed
      assets
            
            $
            3,481,607
            
            
            $
            -
            
            
            $
            3,481,607
            
            
            $
            -Impaired
      loans
            
            $
            5,763,285
            
            
            $
            -
            
            
            $
            5,763,285
            
            
            $
            -





13




Loans
include impaired loans held for investment for which an allowance for loan
losses has been calculated based upon the fair value of the
loans.
 
 Fair
Value of Financial Instruments:
 
 The fair
value of a financial instrument is the current amount that would be exchanged
between willing parties, other than in a forced liquidation.  Fair
value is best determined based upon quoted market prices.  However, in
many instances, there are no quoted market prices for the Company’s various
financial instruments.  In cases where quoted market prices are not
available, fair values are based on estimates using present value or other
valuation techniques.  Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash
flows.  Accordingly, the fair value estimates may not be realized in
an immediate settlement of the instrument.  ASC Topic 825, Financial Instruments,
excludes certain financial instruments and all non-financial instruments from
its disclosure requirements.  Accordingly, the aggregate fair value
amounts presented may not necessarily represent the underlying fair value of the
Company.
 
 The
following methods and assumptions were used by the Company in estimating fair
value disclosures for financial instruments:
 
 Cash
and Cash Equivalents
 The
carrying amounts of cash and federal funds sold approximate fair
values.
 
 Securities
Available For Sale
 The fair
value of securities is estimated based on bid prices published in financial
newspapers or bid quotations received from securities
dealers.
 
 Federal
Home Bank Loan Stock
 The
carrying value of the stock held in the Federal Home Loan Bank approximates fair
value based on the stock redemption provisions of the issuer.
 
 Loans
 For
variable-rate loans that reprice frequently and with no significant change in
credit risk, fair values are based on carrying values. Fair values for
fixed-rate loans (including non-performing loans) are estimated using discounted
cash flow analyses, using interest rates currently being offered for loans with
similar terms to borrowers of similar credit quality.
 
 Accrued
Interest Receivable
 The
carrying amounts of accrued interest receivable approximate fair
value.
 
 Cash
Surrender Value of Bank-Owned Life Insurance
 The
carrying value of bank-owned life insurance approximates fair value because this
investment is carried at cash surrender value, as determined by the
insurer.


14





Deposits


The fair
values disclosed for demand deposits (e.g., interest and non-interest checking,
passbook savings, and certain types of money market accounts) are, by
definition, equal to the amount payable on demand at the reporting date (i.e.,
their carrying amounts).  The carrying amounts of variable-rate,
fixed-term money market accounts and certificates of deposit approximate their
fair values at the reporting date.  Fair values for fixed-rate
certificates of deposit are estimated using a discounted cash flow calculation
that applies interest rates currently being offered on certificates to a
schedule of aggregated expected monthly maturities on time
deposits.





Federal
Home Loan Bank Advances


The fair
values of the Company’s Federal Home Loan Bank advances are estimated using
discounted cash flow analyses based on the Company’s current incremental
borrowing rates for similar types of borrowing arrangements.





Accrued
Interest Payable


The
carrying amounts of accrued interest payable approximate fair
value.





Other Borrowings


The
carrying amounts of federal funds purchased and other short-term borrowings
maturing within ninety days approximate their fair values.  Fair
values of other borrowings are estimated using discounted cash flow analyses
based on the Company’s current incremental borrowing rates for similar types of
borrowing arrangements.





Off-Balance
Sheet Credit-Related Instruments


Commitments
to extend credit and standby letters of credit do not represent a significant
value to the Company until such commitments are funded.





15




The
      estimated fair values of the Company’s financial instruments are as
      follows at September 30, 2009 and December 31,
  2008:





September
      30, 2009
            
            
            December
      31, 2008Carrying
            
            
            Fair
            
            
            Carrying
            
            
            FairAmount
            
            
            Value
            
            
            Amount
            
            
            ValueFinancial
      Assets:Cash
      and cash equivalents
            
            $
            10,823,438
            
            
            $
            10,823,438
            
            
            $
            6,396,406
            
            
            $
            6,396,406Securities
      available for sale
            
            
            2,004,160
            
            
            
            2,004,160
            
            
            
            -
            
            
            
            -Federal
      Home Loan Bank stock
            
            
            296,500
            
            
            
            296,500
            
            
            
            291,200
            
            
            
            291,200Loans,
      net
            
            
            96,647,146
            
            
            
            96,715,680
            
            
            
            103,327,562
            
            
            
            103,366,947Accrued
      interest receivable
            
            
            373,538
            
            
            
            373,538
            
            
            
            505,460
            
            
            
            505,460Cash
      surrender value of BOLI
            
            
            2,438,395
            
            
            
            2,438,395
            
            
            
            2,353,498
            
            
            
            2,353,498Financial
      Liabilities:Deposits
            
            
            109,740,933
            
            
            
            110,204,096
            
            
            
            103,739,177
            
            
            
            104,400,737Accrued
      interest payable
            
            
            525,795
            
            
            
            525,795
            
            
            
            522,592
            
            
            
            522,592Federal
      Home Loan Bank and other borrowings
            
            
            6,395,920
            
            
            
            6,582,952
            
            
            
            6,506,805
            
            
            
            6,656,364





Note
5. Securities Available for Sale





During
the quarter ended September 30, 2009, the Company purchased $2,000,000 of
securities classified as available for sale.  Management evaluates
securities for other-than-temporary impairment at least on a quarterly basis,
and more frequently when economic or market concerns warrant such
evaluation.  Consideration is given to (1) the length of time and the
extent to which the fair value has been less than cost, (2) the financial
condition and near-term prospects of the issuer, and (3) the intent and ability
of the Company to retain its investment in the issuer for a period of time
sufficient to allow for any anticipated recovery in market value.  As
of September 30, 2009, these securities have gross unrealized gains of $4,160;
therefore, the Company has determined that there was no other-than-temporary
impairment with respect to these securities.  No sales of securities
occurred during the period ending September 30, 2009.  The total
carrying value of $2,004,160 has been pledged to secure a federal funds line of
credit with Compass Bank as of September 30, 2009.  These securities
all have a maturity date of 1 to 3 years.





Note
6. Subsequent
Events





Management
evaluated subsequent events through November 16, 2009, the date the financial
statements were available to be issued.  Material events or
transactions occurring after September 30, 2009, but prior to November 16, 2009,
that provided additional evidence about conditions that existed at September 30,
2009, have been recognized in the financial statements for the period ended
September 30, 2009.  Events or transactions that provided evidence
about conditions that did not exist at September 30, 2009, but arose before the
financial statements were available to be issued have not been recognized in the
financial statements for the period ended September 30, 2009.





16




Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations





Forward-Looking
Statements





Management’s discussion of the Company
and management’s analysis of the Company’s operations and prospects, and other
matters, may include forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and other provisions of federal
and state securities laws.  Although the Company believes that the
assumptions underlying such forward-looking statements contained in this Report
are reasonable, any of the assumptions could be inaccurate and, accordingly,
there can be no assurance that the forward-looking statements included herein
will prove to be accurate.  The use of such words as “may”, “will”,
“anticipate”, “assume”, “should”, “indicate”, “attempt”, “would”, “believe”,
“contemplate”, “expect”, “seek”, “estimate”, “continue”, “plan”, “point to”,
“project”, “predict”, “could”, “intend”, “target”, “potential”, “forecast,” and
comparable terms should be understood by the reader to indicate that the
statement is “forward-looking” and thus subject to change in a manner that can
be unpredictable.  Factors that could cause actual results to differ
materially from the results anticipated, but not guaranteed, in this Report,
include those factors included in Part II Item IA “Risk Factors” below and
include (without limitation) deterioration in the financial condition of
borrowers resulting in significant increases in loan losses, and provisions for
those losses, economic and social conditions, competition for loans, mortgages,
and other financial services and products, results of regulatory examinations,
changes in interest rates, unforeseen changes in liquidity, results of
operations, and financial conditions affecting the Company’s customers, and
other risks that cannot be accurately quantified or completely
identified.  Many factors affecting the Company’s financial condition
and profitability, including changes in economic conditions, the volatility of
interest rates, political events and competition from other providers of
financial services simply cannot be predicted. Because these factors are
unpredictable and beyond the Company’s control, earnings may fluctuate from
period to period.  The purpose of this type of information is to
provide readers with information relevant to understanding and assessing the
financial condition and results of operations of the Company, and not to predict
the future or to guarantee results.  The Company is unable to predict
the types of circumstances, conditions and factors that can cause anticipated
results to change.  The Company undertakes no obligation to publish
revised forward-looking statements to reflect the occurrence of changed or
unanticipated events, circumstances or results.





Impact
of Inflation





The
consolidated financial statements and related financial data presented herein
have been prepared in accordance with accounting principles generally accepted
in the United States (“GAAP”) and practices within the banking industry that
require the measurement of financial position and operating results in terms of
historical dollars without considering the changes in the relative purchasing
power of money over time due to inflation.  Unlike most industrial
companies, virtually all the assets and liabilities of a financial institution
are monetary in nature.  As a result, interest rates have a more
significant impact on a financial institution’s performance than the effects of
general levels of inflation.





Critical
Accounting Estimates





The
Company follows GAAP, along with general practices within the banking
industry.  In connection with the application of those principles and
practices, we have made judgments and estimates which, in the case of our
allowance for loan and lease losses (“ALLL”), are material to the determination
of our financial position and results of operation.  Other estimates
relate to the valuation of assets acquired in connection with foreclosures or in
satisfaction of loans, and realization of deferred tax assets.





17





Recent
Accounting Pronouncements





In April
2009, the Financial Accounting Standards Board (“FASB”) issued FSPNo. FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability have Significantly
Decreased and Identifying Transactions that Are Not Orderly (“FSP 157-4”)
(ASC Topic 820 Fair Value
Measurements and Disclosures).FSP157-4 indicates that if an entity determines that either the
volume and/or level of activity for an asset or liability has significantly
decreased (from normal conditions for that asset or liability) or price
quotations or observable inputs are not associated with orderly transactions,
increased analysis and management judgment will be required to estimate fair
value.FSP157-4 is effective for
interim and annual periods ending after June 15, 2009, with early adoption
permitted.FSP157-4 must be
applied prospectively. The provisions of FSP 157-4 became effective for the
Company’s interim period ending on June 30, 2009, and its adoption did not have
a significant impact on the consolidated financial statements.





In April
2009, the FASB issued FSP No. 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments (“FSP 107-1 and APB 28-1”) (ASC Topic 825, Financial Instruments, and
ASC Topic 270, Interim
Reporting).  FSP 107-1 and APB 28-1 amends SFAS 107 to require
disclosures about fair value of financial instruments for interim reporting
periods of publicly traded companies as well as in annual financial statements.
This FSP also amends APB 28, Interim Financial Reporting,
to require those disclosures in summarized financial information at interim
reporting periods. The provisions of FSP 107-1 and APB 28-1 became effective for
the Company’s interim period ending on June 30, 2009 and resulted in the
applicable fair value disclosures being included in the June 30, 2009 and
September 30, 2009 periods.





In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments (“FSP 115-2 and 124-2”) (ASC Topic 320,
Investments—Debt and Equity
Securities). FSP 115-2 and 124-2 clarifies the interaction of thefactors that should be considered when
determining whether a debt security is other-than-temporarilyimpaired.
For debt securities, management must assess whether (a) it has the intent to
sell the security and (b) it is more likely than not that it will be required to
sell the security prior to its anticipated recovery. These steps are done before
assessing whether the entity will recover the cost basis of the investment. This
change does not affect the need to forecast recovery of the value of the
security through either cash flows or market price. In instances when a
determination is made that an other-than-temporary impairment exists but the
investor does not intend to sell the debt security and it is not more likely
than not that it will be required to sell the debt security prior to its
anticipated recovery, FSP 115-2 and 124-2 changes the presentation and amount of
the other-than-temporary impairment recognized in the income statement. The
other-than-temporary impairment is separated into (a) the amount of the total
other-than-temporary impairment related to a decrease in cash flows expected to
be collected from the debt security (the credit loss) and (b) the amount of the
total other-than-temporary impairment related to all other factors. The amount
of the total other-than-temporary impairment related to the credit loss is
recognized in earnings. The amount of the total other-than-temporary impairment
related to all other factors is recognized in other comprehensive income. FSP
115-2 and 124-2 also require substantial additional disclosures. The provisions
of FSP 115-2 and 124-2 became effective for the Company’s interim period ending
on June 30, 2009, and there was no impact from the adoption on the Company’s
financial position, results of operations or cash flows.





On May
28, 2009, the FASB issued SFAS No. 165, Subsequent Events (ASC Topic
855, Subsequent
Events).  Under SFAS 165, companies are required to evaluate
events and transactions that occur after the balance sheet date but before the
date the financial statements are issued, or available to be issued in the case
of non-public entities.  SFAS 165 requires entities to recognize in
the financial statements the effect of all events or transactions that provide
additional evidence of conditions that existed at the balance sheet date,
including the estimates inherent in the financial preparation
process.  Entities shall not recognize the impact of events or
transactions that provide evidence about conditions that did not exist at the
balance sheet date but arose after that date.  SFAS 165 also requires
entities to disclose the date through which subsequent events have been
evaluated.  SFAS 165 was effective for interim and annual reporting
periods ending after June 15, 2009.  The Company adopted the
provisions of SFAS 165 for the quarter ended June 30, 2009, as required, and
adoption did not have a material impact on the financial
statements.




18





In August
2009, the FASB issued Accounting Standards Update No. 2009-05 (“ASU 2009-05”),
Fair Value Measurements and
Disclosures(ASC Topic 820, Measuring Liabilities at Fair
Value).  ASU 2009-05 amends subtopic 820-10, Fair Value Measurements and
Disclosures – Overall, and provides clarification for the fair value
measurement of liabilities.  ASU 2009-05 is effective for the first
reporting period including interim period beginning after
issuance.  The Company does not expect the adoption of ASU 2009-05 to
have a material impact on its consolidated financial statements.





The
Company has determined that all other recently issued accounting pronouncements
will not have a material impact on its consolidated financial statements or do
not apply to its operations.





General





On
January 23, 2004, American Patriot Financial Group, Inc. (the “Company”), a bank
holding company, acquired all of the outstanding shares of American Patriot Bank
(the “Bank”) in a one for one stock exchange.  The Bank is a
Tennessee-chartered, FDIC-insured, non-Member commercial bank offering a wide
range of banking services, including checking, savings, and money market deposit
accounts, certificates of deposit and loans for consumers, commercial and real
estate purposes, and is the principal business of the Company. The main office
of the Company is located at 3095 East Andrew Johnson Highway, Greeneville,
Greene County, Tennessee, which is also the main office of the
Bank.  This location is a 2.66 acre lot, on which there is a fully
operational modular bank unit.  Other full service branch banking
offices of the Bank are located at 506 Asheville Highway and 208 West Summer
Street, Greeneville, Greene County, Tennessee.  During 2007 the Bank
purchased property in Maryville, Tennessee at 710 South Foothills Plaza
Drive.  This location is a 1.17 acre lot, on which there is a 3,272
square foot fully operational brick bank building with drive through facilities
that was opened for business on July 9, 2007.  These locations are
centrally located and in high traffic/exposure areas.  Automatic
teller machines and overnight “deposit drops” are positioned to serve the Bank’s
clients.  Additional branches may be established as market
opportunities surface or existing branch locations may be sold or closed if in
the opinion of the Company such closure or sale is appropriate.





Liquidity





At September 30, 2009, the Company had
liquid assets of approximately $12.8 million in the form of cash, federal funds
sold and securities available for sale, as compared to approximately $6.4
million on December 31, 2008.  Management believes that the liquid
assets are adequate at September 30, 2009. Additional liquidity should be
provided by growth in deposit accounts and loan repayments.  The
Company also has the ability to purchase federal funds to provide additional
liquidity.  Management is not aware of any trends, events or
uncertainties that are reasonably likely to have a material impact on the
Company’s short term or long term liquidity and has developed a larger local
deposit base to help minimize any risk of over reliance non-core
funding.





19




Results
of Operations





The
Company had a net loss of $(883,195) or $(.37) per share for the quarter ended
September 30, 2009 compared to net income of $88,778 or $.04 per share for the
quarter ended September 30, 2008. The Company had a net loss for the nine months
ended September 30, 2009 of $(2,382,387) or $(1.00) per share as compared to net
income of $304,844 or $.34 per share for the same period in 2008. A significant
increase to the provision for loan losses was the primary cause of the net loss
in the three and nine month periods ended September 30, 2009 when compared to
the comparable periods in 2008. During the quarter ended September 30, 2009, the
Company recorded a provision for loan losses of $771,586, while recording a
provision for loan losses of $12,089 for the same period in 2008. For the nine
months ended September 30, 2009, the provision for loan losses was $2,796,581
compared to a benefit of $(125,510) for the comparable period in
2008.





Net
Interest Income/Margin





Net interest income represents the
amount by which interest earned on various assets exceeds interest paid on
deposits and other interest-bearing liabilities and is the most significant
component of the Company’s earnings.  Interest income for the quarter
ended September 30, 2009 was $1,529,984 compared to $1,807,880 for the same
period in 2008, and total interest expense was $717,389 in 2009 compared to
$801,249 in 2008 for the same period.  Interest income for the nine
months ended September 30, 2009 was $4,707,286, compared to $5,554,633 for the
same period in 2008, and total interest expense was $2,341,273 in 2009 compared
to $2,598,979 in 2008 for the same period.  Net interest margin,
calculated as the ratio of net interest income to average earning assets, for
the three months ended September 30, 2009 was 2.92% compared to 3.76% for the
same period in 2008.  The net interest margin for the nine months
ended September 30, 2009 was 2.81%, compared to 3.81% for the same period in
2008.  The compression in net interest margin for the three and nine
months ended September 30, 2009 when compared to the comparable periods in 2008
was the result of the declining rate environment experienced during 2008 and
continuing into 2009 (as the Company’s loans repriced faster than its deposits)
and the increased provision expense and higher balance of nonaccrual loans
experienced in the first nine months of 2009 when compared to the comparable
periods in 2008, resulting from the downturn in the
economy.  Competitive pricing pressures in the Company’s markets have
also limited the Company’s ability to reduce rates paid on deposits as quickly
and significantly as yields earned on the Company’s loan portfolio. Based on the
Company’s mix of interest earning assets and interest bearing liabilities, and
the Company’s efforts to reduce the rates paid on deposits, management believes
that net interest margin should begin to stabilize for the remainder of the
year.  If interest rates remain stable or begin to increase, the
Company believes that its net interest margin should increase; however,
continued elevated levels of nonaccrual loans would continue to negatively
impact net interest margin.





Provision
for / Benefit from Loan Losses





The
provision for (benefit from) loan losses represents a charge (or recovery) to
operations necessary to establish an allowance for possible loan losses, which
in management’s evaluation, is adequate to provide coverage for estimated losses
on outstanding loans and to provide for uncertainties in the economy. The
provision for loan losses for the three month and nine month period ended
September 30, 2009 was $771,586 and $2,796,581, respectively, as compared to a
provision for loan losses of $12,089 and a benefit from loan losses of
$(125,510) for the comparable periods in 2008.  Increases in
nonperforming loans and net-charge offs and an overall increase in the Company’s
allowance for loan losses in relation to loan balances during the first nine
months of 2009 were the primary reasons for the increase in the provision
expense in the three and nine months ended September 30, 2009 when compared to
the comparable periods in 2008.  These increases were caused primarily
by continued deterioration in the Company’s construction and development loan
portfolio, particularly loans to residential builders and developers for
projects in the Company’s Blount County market as well as increased unemployment
in the Bank’s primary market areas of Greene and Blount Counties,
Tennessee.  The Company’s construction and development loan portfolio
has experienced weakness due to continued decreased real estate sales in the
Company’s markets, particularly the Blount County market, which has led to
falling appraisal values of the collateral which secures the Company’s
construction and development loan portfolio.  The Company’s
collateral, for substantially all construction and development loans, is its
primary source of repayment and as the value of the collateral deteriorates,
ultimate repayment by the borrower becomes increasingly unlikely.  As
a result, the Company has increased its allowance for loan losses which has led
to increased provision expense in 2009 compared to 2008.  Management’s
determination of the appropriate level of the provision for loan losses and the
adequacy of the allowance for loan losses is based, in part, on an evaluation of
specific loans, as well as the consideration of historical loss, which
management believes is representative of probable loan losses.  Other
factors considered by management include the composition of the loan portfolio,
economic conditions, results of regulatory examinations, and the
creditworthiness of the Bank’s borrowers and other qualitative
factors.




20





During the three and nine months ended
September 30, 2009, loan charge-offs were $190,562 and $1,635,216, respectively,
compared to $32,216 and $86,577 respectively in the comparable periods in
2008.  The recoveries for the three and nine month periods ended
September 30, 2009 were $11,607 and $84,346, respectively, compared to $38,154
and $102,404, respectively, in the comparable periods in 2008.  The
allowance for loan losses was $3,619,358 at September 30, 2009 as compared to
$2,373,648 at December 31, 2008, an increase of 52.5%, and was $3,026,728 at
June 30, 2009.  The allowance was 3.6% of loans at September 30, 2009
compared at 2.9% at June 30, 2009.





Management believes that the
allowance for loan losses is adequate at September 30, 2009. However, there can
be no assurance that additional provisions for loan losses will not be required
in the future, including as a result of possible changes in the economic
assumptions underlying management’s estimates and judgments, adverse
developments in the economy, and the residential real estate market in
particular, or changes in the circumstances of particular
borrowers.  Management intends to pursue more aggressive strategies
for problem loan resolution, and is committed to bolster loan loss reserves to
levels sufficient to absorb losses recognized in the pursuit of this
strategy.





Provision
(Benefit) for/from Income Taxes





The Company’s benefit from income tax
expense for the three and nine months ended September 30, 2009 was $(10,912) and
$(941,253), respectively when compared to a provision for income taxes of
$57,939 and $159,709 for the same periods in 2008.  Management
believes the provision for income taxes for the period ended September 30, 2009
to be adequate.





Noninterest
Income





The Company’s noninterest income
consists of service charges on deposit accounts and other fees and
commissions.  Total noninterest income for the three and nine months
ended September 30, 2009 was $150,459 and $447,255, respectively when compared
to $181,482 and $528,869 for the same periods in 2008.  Service
charges on deposit accounts decreased $20,525 and $77,212 for the three and nine
months ended September 30, 2009 respectively, when compared to the same periods
in 2008. The primary cause of the decline in service charges between 2008 and
2009 was related to declines in NSF and overdraft fees. These fees are primarily
activity driven and relate to transaction based checking
accounts.  The Bank noted a significant decline in checking account
balances when comparing the first nine months of 2009 to the first nine months
of 2008, and a corresponding decrease in NSF and overdraft transactions during
the first nine months of 2009, as compared to the first nine months of 2008.
Fees from origination of mortgage loans sold decreased for the three and nine
months ended September 30, 2009 by $9,760 and $1,012 when compared to the same
period in 2008. This decrease was primarily a result of a decline in mortgage
refinancing activity and also reflects the lower level of home sales in the
Bank’s primary markets in 2009 when compared to 2008. Investment sale
commissions decreased $9,734 for the nine months ended September 30, 2009, as
compared to the same period in 2008.  There were no investment sale
commissions for the three month periods ended September 30, 2009 or 2008. The
reason for decreases in the investment sale commissions is the discontinuance of
that service by the Bank due to the high overhead expense and lack of sufficient
revenues.  The above decreases in noninterest income were primarily
offset by increased earnings on the cash surrender value of bank owned life
insurance (BOLI) purchased in 2007.  The cash surrender value
increases for the three and nine month periods ended September 30, 2009 were
$27,089 and $84,897 respectively. Management projects that other fees and
commissions will increase and service charges will continue to increase on a
linked quarter basis during the remainder of 2009.




21





Noninterest
Expense





Noninterest expenses totaled $1,085,575
and $3,340,327 for the three and nine months ended September 30, 2009, as
compared to $1,029,307 and $3,145,480 for the same periods in
2008.   Salaries and benefits decreased $72,048 and $223,598 for
the three and nine months ended September 30, 2009, when compared to the same
periods in 2008.  The decrease in salaries and benefits is due to
reductions in senior level management positions prior to the Company’s hiring of
a new chief executive officer of the Bank on August 26, 2009. Legal and
professional fees increased $55,403 and $205,829 for the three and nine months
ended September 30, 2009, as compared to the same periods in
2008.  Management continues to incur additional expenses to meet the
demands of regulatory requirements, especially relating to compliance with
Section 404 of the Sarbanes-Oxley Act of 2002, in addition to strategic plan
development. The Company has also incurred significant noninterest expense
increases in other operating expenses primarily as a result of increased
collection and workout expenses, ATM expenses, and FDIC insurance and state
banking assessments.  Recently, the Federal Deposit Insurance
Corporation (the “FDIC”) finalized its deposit insurance assessment rates for
2009.  As a result of the requirement to increase the FDIC’s Bank
Insurance Fund to statutory levels over a prescribed period of time and
increased pressure on the fund’s reserves due to the increasing number of bank
failures, FDIC insurance costs for 2009 will be significantly higher for all
insured depository institutions.  Also during the second quarter of
2009 a special assessment from the FDIC of approximately $62,037 was accrued by
the Bank to provide additional reserves for the FDIC’s Bank Insurance
Fund.  On November 12, 2009, the FDIC adopted a final rule that, in
lieu of a further special assessment in 2009, will require all insured
depository institutions, with limited exceptions, to prepay their estimated
quarterly risk-based assessments for the fourth quarter of 2009 and for all of
2010, 2011 and 2012. The FDIC also proposed to adopt a uniform three basis point
increase in assessment rates effective on January 1, 2011. Combined, operating
expenses relating to all other expenses increased $72,913 and $212,616 for the
three and nine months ended September 30, 2009, respectively, when compared to
the same periods in 2008.





Financial
Condition





Total assets at September 30, 2009,
were $123,093,186, an increase of $3,500,360 or 2.9% compared to 2008 year-end
assets of $119,592,826.  Deposits increased to $109,740,933 at
September 30, 2009, an increase of $6,001,756 or 5.8% from $103,739,177 at
December 31, 2008. Most of the change in total assets and total deposits can be
attributed to the Company taking measures to increase liquidity by offering
attractive rates to customers. The majority of our increased liquidity at
September 30, 2009 has been placed in federal funds sold and available for sale
securities.  Premises and equipment decreased to $5,101,828 at
September 30, 2009 a decrease of $215,857 or 4.1% from $5,317,685 at December
31, 2008, primarily as a result of minimal fixed asset purchases coupled with
normal depreciation charges.  Other significant additions noted as of
September 30, 2009 when compared to December 31, 2008 relate to foreclosed
assets.  During the first three quarters of 2009, management
foreclosed on one significant loan relationship totaling approximately
$1,012,000 in addition to several other smaller loan foreclosures.




22





The Company places an emphasis on an
integrated approach to its balance sheet management. Significant balance sheet
components of loans and sources of funds are managed in an integrated manner
with the management of interest rate risk, liquidity, and
capital.  These components are discussed below





Loans





Net loans outstanding totaled
$96,647,146 at September 30, 2009 compared to $103,327,562 at December 31,
2008.  Most of the $6.7 million reduction relates to real estate loans
and reflects management’s strategy of reducing the concentration in these loan
types based on the current economic climate’s impact on the real estate industry
as well as the increase in foreclosed assets. Management continued this strategy
in the 2009 third quarter as net loans fell from $100,628,824 at June 30,
2009.  Management is monitoring this portfolio closely.  In
the event that a loan is 90 days or more past due, the accrual of income is
generally discontinued when the full collection of principal or interest is in
doubt unless the obligations are both well-secured and in the process of
collection. At September 30, 2009, total loans 90 days or more past due and
still accruing interest were $30,801, while total loans in non-accrual status
were $6,350,414.  At December 31, 2008, there were no loans 90 days or
more past due and still accruing interest, while total loans 90 days or more
past due and in non-accrual status were $599,667.  The increase in
nonaccrual loans and non-performing asset balances that the Company experienced
in the nine months ended September 30, 2009 is primarily related to a weakened
real estate market in the Company’s market areas, particularly its Blount County
market.  Within this segment of the loan portfolio, the Company makes
loans to home builders and developers and sub-dividers of land.  These
borrowers have continued to experience stress due to a combination of declining
residential real estate demand and resulting price and collateral value
declines.  Further, housing starts in the Company’s market areas
continue to slow.





The
following is a summary of information pertaining to impaired
loans:





September
      30,
            
            
            December
      31,2009
            
            
            2008Impaired
      loans with a specific valuation allowance
            
            $
            8,290,804
            
            
            $
            6,414,683Total
      specifically evaluated impaired loans
            
            $
            8,290,804
            
            
            $
            6,414,683Specific
      valuation allowance related to impaired loans
            
            $
            2,527,519
            
            
            $
            1,512,511





In
addition to the specifically evaluated impaired loans above, the Bank
collectively evaluates large groups of smaller balance homogeneous loans for
impairment.  Loans collectively evaluated for impairment, with a
classification of special mention, substandard and doubtful, as of September 30,
2009 and December 31, 2008 were $4,552,160 and $739,517,
respectively.  The Bank has reserved $183,330 and $29,150 related to
these loans as of September 30, 2009 and December 31, 2008,
respectively.





The
increase in impaired loans in the nine months ended September 30, 2009 was
primarily related to the weakened residential and commercial real estate market
in the Company’s market areas as well as the impact of rising unemployment
levels in those areas.  Within the residential and commercial real
estate segment of the portfolio, the Company makes loans to, among other
borrowers, home builders and developers of land.  These borrowers have
continued to experience stress during the current recession due to a combination
of declining demand for residential real estate and the resulting price and
collateral value declines.  In addition, housing starts in the
Company’s market areas continue to slow.  An extended recessionary
period will likely cause the Company’s real estate construction and land
development loans to continue to underperform and such underperformance, along
with increased stress on individual borrowers, particularly those impacted by
the rising unemployment rates in the Greene and Blount County markets, may
result in increased levels of impaired loans which may negatively impact the
Company’s results of operations.




23





As of
September 30, 2009, the Company has identified loans aggregating $8,290,804 as
being impaired, of which $6,350,414 are non-performing as it relates to the
payment of interest.  The aforementioned total is approximately
$5,751,000 more than reported at December 31, 2008.  The increase is
primarily related to identified problem assets centered in the Blount County
Market.





Restricted
Equity Investments




Federal
Home Loan Bank (“FHLB”) stock at September 30, 2009 had an amortized cost and
market value of $296,500 as compared to an amortized cost and a market value of
$291,200 at December 31, 2008.   As a member of the FHLB, the
Company is required to maintain stock in an amount equal to a minimum of .15% of
total assets.  Federal Home Loan Bank stock is carried at
cost.  Federal Home Loan Bank stock is maintained by the Company at
par value of one hundred dollars per share.




Deposits





Total deposits, which are the principal
source of funds for the Company, were $109,740,933 at September 30, 2009,
compared to $103,739,177 at December 31, 2008, representing an increase of
5.8%.  The Company has targeted local consumers, professional and
commercial businesses as its central clientele; therefore, deposit instruments
in the form of demand deposits, savings accounts, money market demand accounts,
NOW accounts, certificates of deposit and individual retirement accounts are
offered to customers.   At September 30, 2009 the Company had
outstanding advances of $5,395,920 at the Federal Home Loan Bank compared with
$5,506,805 at December 31, 2008. At September 30, 2009 and December 31, 2008,
the Company also had $1,000,000 in short-term borrowings from Jefferson Federal
Bank which is due on demand.





Capital





Equity capital at September 30, 2009
was $5,970,022, a decrease of $2,378,227 from $8,348,249 at December 31, 2008,
due to a net loss of $2,382,387 offset in part by an unrealized holding gain on
available for sale securities of $4,160 for the first nine months of
2009.





Pursuant to the terms of the Cease and
Desist Order (the “Order”) that the Bank entered into with the FDIC during the
second quarter of 2009, as more fully described below, the Bank is required to
develop and implement a capital plan that increases the Bank’s Tier 1 capital
ratio, Tier 1 risk-based capital ratio and Total risk-based capital ratio to 8%,
10% and 11%, respectively.  The capital plan has been submitted to the
FDIC and the Tennessee Department of Financial Institutions (the “TDFI”) for
approval, and following receipt of any comments to the plan from the FDIC or the
TDFI, the Company must immediately initiate measures to effect compliance with
the capital plan within 30 days after the FDIC and the TDFI respond to the
capital plan.  The Bank and the Company are currently evaluating their
respective capital options and the Company believes that it will need to issue
additional shares of common or preferred stock to achieve compliance with the
minimum capital ratios set forth in the Order.




24





The FDIC advised the Bank during the
2009 third quarter, that it believed that the Bank should restate its June 30,
2009 Consolidated Report of Condition and Income (the “Call Report”) to reduce
the Bank’s regulatory capital by $1,566,001 to comply with regulatory required
limits on deferred tax assets in computing of the Bank’s regulatory capital
requirements at June 30, 2009.  On October 13, 2009, the Bank
submitted a revised Call Report to the FDIC reflecting a reduction in the Bank’s
capital levels at June 30, 2009 as a result of the FDIC’s
request.  This restatement had a significant negative effect on the
Bank’s capital at June 30, 2009 and September 30, 2009.





At September 30, 2009, the Bank’s Tier
1 Leverage ratio and Tier 1 risk-based capital  ratio were in excess
of the regulatory minimums.  The Bank’s Total risk-based capital ratio
was less than the required minimum ratio.  Those ratios are as
follows:





Required
              Minimum
              Ratio
            
            
            To
      be
              Well
              Capitalized
            
            
            Requirements
              Under
      the
              Order
            
            
            BankTier
      1 leverage ratio
            
            
            4.00
            %
            
            
            5.00
            %
            
            
            8.00
            %
            
            
            4.32
            %Tier
      1 risk-based capital ratio
            
            
            4.00
            %
            
            
            6.00
            %
            
            
            10.00
            %
            
            
            5.47
            %Total
      risk-based capital ratio
            
            
            8.00
            %
            
            
            10.00
            %
            
            
            11.00
            %
            
            
            6.73
            %





As a result of the Bank’s total
risk-based capital ratio falling below 8% at June 30, 2009 and remaining in this
category at September 30, 2009, the Bank will be considered undercapitalized and
it is subject to the provisions of Section 38 of the Federal Deposit Insurance
Act, which among other things: (i) restricts payment of capital distributions
and management fees; (ii) requires that the FDIC monitor the condition of the
Bank; (iii) requires submission of a capital restoration plan within 45 days;
(iv) restricts the growth of the Bank’s assets; and (v) requires prior approval
of certain expansion proposals, many of which restrictions or obligations,
including the requirement to submit a capital restoration plan, the Bank was
already subject to as a result of the Order. The Order also requires the Bank to
develop and implement a capital plan that increases the Bank’s Tier 1 capital
ratio, Tier 1 risk-based capital ratio and Total risk-based capital ratio to 8%,
10% and 11%, respectively,





Liability
and Asset Management





Liquidity
refers to the Company’s ability to fund loan demand, meet deposit customers’
withdrawal needs and provide for operating expenses.  The Bank’s main
source of cash flow is from receiving deposits from its customers and, to a
lesser extent, repayment of loan principal and interest income on loans and
investments, FHLB advances, and federal funds purchased.




The
Company’s primary source of liquidity is dividends paid by the Bank and cash
that has not been invested in the Bank.  Under Tennessee law, the
amount of dividends that may be declared by the Bank in a year without approval
of the Commissioner of the TDFI is limited to net income for that year combined
with retained net income for the two preceding years.  Further, any
dividend payments from the Bank to the Company are subject to the continuing
ability of the Bank to maintain its compliance with minimum federal regulatory
capital requirements, or any higher requirements imposed by the Bank’s
regulators.  Because of the Bank’s loss in 2009 and the Order’s
restrictions on the Bank’s ability to pay dividends to the Company, dividends
from the Bank to the Company, including funds for payment of interest on the
Company’s indebtedness, to the extent that cash on hand at the Company is not
sufficient to make such payments, will require prior approval of the
Commissioner of the TDFI and the FDIC.




25




The
Company’s Asset/Liability Committee (“ALCO”) actively measures and manages
interest rate risk using a process developed by the Company.  The ALCO
is also responsible for implementing the Company’s asset/liability management
policies, overseeing the formulation and implementation of strategies to improve
balance sheet positioning and earnings, and reviewing the Company’s interest
rate sensitivity position.




The
primary tool that management uses to measure short-term interest rate risk is a
net interest income simulation model prepared by an independent correspondent
institution.  These simulations estimate the impact that various
changes in the overall level of interest rates over one- and two-year time
horizons would have on net interest income.  The results help the
Company develop strategies for managing exposures to interest rate
risk.




Like any
forecasting technique, interest rate simulation modeling is based on a large
number of assumptions.  In this case, the assumptions relate primarily
to loan and deposit growth, asset and liability prepayments, interest rates and
balance sheet management strategies.  Management believes that both
individually and in the aggregate the assumptions are
reasonable.  Nevertheless, the simulation modeling process produces
only a sophisticated estimate, not a precise calculation of
exposure.




At
September 30, 2009, approximately 69% of the Company’s gross loans had
adjustable rates.  Based on the asset/liability modeling, management
believes that these loans reprice at a faster pace than liabilities held by the
Company.  Because the majority of the Company’s liabilities are 12
months and under and the gap in repricing is asset sensitive, management
believes that a rising rate environment should have a positive impact on the
Company’s net interest margin.  Floors in the majority of the
Company’s adjustable rate assets also mitigate interest rate sensitivity in a
decreasing rate environment.  However, there is increasing pressure to
adjust the floor rates downward in the adjustable rate portfolio as customers
become more cost conscious and competition becomes more
aggressive.  In addition, to the extent that a loan floor is above the
federal funds rate, the federal funds rate will have to increase to a level
above the floor before the Company’s interest income will benefit from increases
in the federal funds rate.




Off-Balance
Sheet Arrangements





The Company, at September 30, 2009, had
outstanding unused lines of credit and standby letters of credit that totaled
approximately $10,726,000.  These commitments have fixed maturity
dates and many will mature without being drawn upon, meaning that the total
commitment does not necessarily represent the future cash
requirements.  The Company has the ability to liquidate federal funds
sold and available for sale securities, or, on a short-term basis, to purchase
federal funds from a correspondent bank. At September 30, 2009, the Company had
established with a correspondent bank the ability to purchase federal funds if
needed up to $1,600,000.





Regulatory
Matters





On June
3, 2009, the FDIC accepted a Stipulation and Consent (the “Consent”) of the Bank
to the issuance of the Order.  Under the terms of the Order, the Bank
has agreed, among other things, to the following items:  increase
participation of the Board of Directors in the affairs of the Bank and establish
a Board committee to oversee the Bank’s compliance with the Order; develop a
written analysis and assessment of the Bank’s management and staffing needs for
the purpose of providing qualified management; develop and implement a capital
plan that increases and maintains the Bank’s Tier 1 capital ratio, Tier 1
risk-based capital ratio and Total risk-based capital ratio to 8%, 10% and 11%,
respectively; review the adequacy of the ALLL, establish a comprehensive policy
for determining the adequacy of the ALLL and maintain a reasonable ALLL; develop
a written liquidity/asset/liability management plan addressing liquidity and the
Bank’s relationship of volatile liabilities to temporary investments; refrain
from paying cash dividends to the Company without the prior written consent of
the FDCI and the TDFI; take specific actions to eliminate all assets classified
as “Loss” and to reduce the level of assets classified “Doubtful” or
“Substandard,” in each case in the Bank’s exam report; refrain from extending
any additional credit to, or for the benefit of, any borrower who has a loan or
other extension of credit from the Bank that has been charged off or classified
in a certain specified manner and is uncollected; revise the Bank’s loan policy
and procedures for effectiveness and make all necessary revisions to the policy
to strengthen the Bank’s lending procedures; take specified actions to reduce
concentrations of construction and development loans; prepare and submit to its
supervisor authorities a budget and profit plan as well as its written strategic
plan consisting of long-term goals and strategies; eliminate and/or correct all
violations of law, regulations and contraventions of FDIC Statements of Policy
as discussed in applicable reports and take all necessary steps to ensure future
compliance; and furnish quarterly progress reports to the banking
regulators.




26





Item
3.  Quantitative and Qualitative Disclosures about Market
Risk




The
information set forth on pages 17 through 26 of Item 2, “MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” is incorporated
herein by reference.




Item
4.  Controls and Procedures




a) Evaluation of Disclosure
Controls and Procedures




The Company maintains disclosure
controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated
under the Securities Exchange Act of 1934 (the “Exchange Act”), that are
designed to ensure that information required to be disclosed by it in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time period specified in the SEC’s rules and
forms and that such information is accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial
Officer.  The Company carried out an evaluation, under the supervision
and with the participation of its management, including its Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of its disclosure controls and procedures as of the end of the period
covered by this report.  Based on the evaluation of these disclosure
controls and procedures, the Chief Executive Officer and Chief Financial Officer
concluded that the Company’s disclosure control and procedures were
effective.





b) Changes in Internal Controls
and Procedures




There were no changes in our internal
controls over financial reporting during the quarter ended September 30, 2009,
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.




27




PART
II - OTHER INFORMATION




Item
1. LEGAL PROCEEDINGS




None.




Item
1A. RISK FACTORS




Investing
in our common stock involves various risks which are particular to our company,
our industry and our market area. Several risk factors regarding investing in
our common stock are discussed below. This listing should not be considered as
all-inclusive. If any of the following risks were to occur, we may not be able
to conduct our business as currently planned and our financial condition or
operating results could be negatively impacted. These matters could cause the
trading price of our common stock to decline in future periods.




Recent
negative developments in the U.S. and local economy and in local real estate
markets have adversely impacted our operations and results and may continue to
adversely impact our results in the future.




Economic
conditions in the markets in which we operate have deteriorated significantly
since early 2008. As a result, we have experienced a significant reduction in
our earnings, resulting primarily from provisions for loan losses related to
declining collateral values in our construction and development loan portfolio.
We believe that this difficult economic environment will continue at least
throughout the remainder of 2009 and into 2010, and we expect that our results
of operations will continue to be negatively impacted as a result. There can be
no assurance that the economic conditions that have adversely affected the
financial services industry, and the capital, credit and real estate markets
generally or us in particular, will improve in the near future, or thereafter,
in which case we could continue to experience significant losses and write-downs
of assets, and could face capital and liquidity constraints or other business
challenges.




We
are geographically concentrated in Greene County and Blount County, Tennessee,
and changes in local economic conditions could impact our
profitability.





We
operate primarily in Greene County and Blount County, Tennessee, and
substantially all of our loan customers and most of our deposit and other
customers live or have operations in Greene and Blount Counties. Accordingly,
our success significantly depends upon the growth in population, income levels,
deposits, and housing starts in both counties, along with the continued
attraction of business ventures to the area and reduced levels of unemployment.
Our profitability is impacted by the changes in general economic conditions in
this market. Additionally, unfavorable local or national economic conditions
could reduce our growth rate, affect the ability of our customers to repay their
loans to us and generally affect our financial condition and results of
operations.




We can
not assure you that economic conditions in our market will improve over the
remainder of 2009 or throughout 2010 or thereafter, and continued weak economic
conditions in our market could reduce our growth rate, affect the ability of our
customers to repay their loans and generally affect our financial condition and
results of operations. We are less able than a larger institution to spread the
risks of unfavorable local economic conditions across a large number of
diversified economies.




28




Our
loan portfolio includes a significant amount of real estate loans, including
construction and development loans, which loans have a greater credit risk than
residential mortgage loans.




As of
September 30, 2009, approximately 81.6% of our loans held for investment were
secured by real estate. Of this amount, approximately 28.0% were commercial real
estate loans, 54.5% were residential real estate loans, 8.3% were construction
and development loans and 9.2% were other real estate loans. Any sustained
period of increased payment delinquencies, foreclosures or losses caused by
adverse market or economic conditions in the markets we serve or in the State of
Tennessee, like those we are currently experiencing, have adversely affected,
and could continue to adversely affect, the value of our assets, our revenues,
results of operations and financial condition. In addition, construction and
development lending is generally considered to have more complex credit risks
than traditional single-family residential lending because the principal is
concentrated in a limited number of loans with repayment dependent on the
successful operation of the related real estate project. Consequently, these
loans are more sensitive to adverse conditions in the real estate market or the
general economy. Throughout 2009, the number of newly constructed homes or lots
sold in our market areas has continued to decline, negatively affecting
collateral values and contributing to increased provision expense and higher
levels of non-performing assets. A continued reduction in residential real
estate market prices and demand could result in further price reductions in home
and land values adversely affecting the value of collateral securing the
construction and development loans that we hold. These adverse economic and real
estate market conditions may lead to further increases in non-performing loans
and other real estate owned, increased charge-offs from the disposition of
non-performing assets, and increases in provision for loan losses, all of which
would negatively impact our financial condition and results of
operations.




We
could sustain losses if our asset quality declines.





Our
earnings are significantly affected by our ability to properly originate,
underwrite and service loans. A significant portion of our loans are real estate
based or made to real estate based borrowers, and the credit quality of such
loans has deteriorated and could deteriorate further if real estate market
conditions continue to decline or fail to stabilize nationally or, more
importantly, in our market areas. We have sustained losses, and could continue
to sustain losses if we incorrectly assess the creditworthiness of our borrowers
or fail to detect or respond to further deterioration in asset quality in a
timely manner. Problems with asset quality could cause our interest income and
net interest margin to decrease and our provisions for loan losses to increase,
which could adversely affect our results of operations and financial
condition.




An
inadequate allowance for loan losses would reduce our earnings.




The risk
of credit losses on loans varies with, among other things, general economic
conditions, real estate market conditions, the type of loan being made, the
creditworthiness of the borrower over the term of the loan and, in the case of a
collateralized loan, the value and marketability of the collateral for the
loan.




Management
maintains an allowance for loan losses based upon, among other things,
historical experience, an evaluation of economic conditions and regular reviews
of delinquencies and loan portfolio quality. Based upon such factors, management
makes various assumptions and judgments about the ultimate collectibility of the
loan portfolio and provides an allowance for loan losses based upon its estimate
of probable incurred credit losses, using past loan experience, nature and value
of the portfolio, specific borrower and collateral value information, economic
conditions and other factors. A charge against earnings with respect to the
provision is made quarterly to maintain the allowance at appropriate levels
after loan charge offs less recoveries. If management’s assumptions and
judgments prove to be incorrect and the allowance for loan losses is inadequate
to absorb losses, our earnings and capital could be significantly and adversely
affected.




29




In
addition, federal and state regulators periodically review our loan portfolio
and may require us to increase our allowance for loan losses or recognize loan
charge-offs. Their conclusions about the quality of our loan portfolio may be
different than ours. Any increase in our allowance for loan losses or loan
charge offs as required by these regulatory agencies could have a negative
effect on our operating results. Moreover, additions to the allowance may be
necessary based on changes in economic and real estate market conditions, new
information regarding existing loans, identification of additional problem loans
and other factors, both within and outside of our management’s
control.




We
have increased levels of other real estate, primarily as a result of
foreclosures, and we anticipate higher levels of foreclosed real estate
expense.





As we
have begun to resolve non-performing real estate loans, we have increased the
level of foreclosed properties primarily those acquired from builders and from
residential land developers. Foreclosed real estate expense consists of three
types of charges: maintenance costs, valuation adjustments owed on new appraisal
values and gains or losses on disposition. These charges will increase as levels
of other real estate increase, and also as local real estate values decline,
negatively affecting our results of operations.




Liquidity
needs could adversely affect our results of operations and financial
condition.




We rely
on dividends from the Bank as our primary source of funds, and the Bank relies
on customer deposits and loan repayments as its primary source of funds. While
scheduled loan repayments are a relatively stable source of funds, they are
subject to the ability of borrowers to repay the loans. The ability of borrowers
to repay loans can be adversely affected by a number of factors, including
changes in economic conditions, adverse trends or events affecting business
industry groups, reductions in real estate values or markets, business closings
or lay-offs, inclement weather, natural disasters, and international
instability. Additionally, deposit levels may be affected by a number of
factors, including rates paid by competitors, general interest rate levels,
returns available to customers on alternative investments, and general economic
conditions. We rely to a significant degree on national time deposits and
brokered deposits, which may be more volatile and expensive than local time
deposits. Accordingly, we may be required from time to time to rely on secondary
sources of liquidity to meet withdrawal demands or otherwise fund operations.
Such sources include FHLB advances and federal funds lines of credit from
correspondent banks. To utilize brokered deposits and national market time
deposits without additional regulatory approvals, we must remain well
capitalized. While we believe that these sources are currently adequate, there
can be no assurance they will be sufficient to meet future liquidity
demands.




Our
ability to maintain required capital levels and adequate sources of funding and
liquidity could be impacted by changes in the capital markets and deteriorating
economic and market conditions.




We, and
the Bank, are required to maintain certain capital levels established by banking
regulations as well as pursuant to the terms of the Order. Pursuant to the
Order, the Bank is required to develop and implement a capital plan that
increases the Bank’s Tier 1 capital ratio, Tier 1 risk-based capital ratio and
Total risk-based capital ratio to 8%, 10% and 11%, respectively. We must also
maintain adequate funding sources in the normal course of business to support
our operations and fund outstanding liabilities. Failure by the Bank to meet
applicable capital guidelines or to satisfy certain other regulatory
requirements could subject the Bank to a variety of enforcement remedies
available to the federal regulatory authorities. These include limitations on
the ability to pay dividends, the issuance by the regulatory authority of a
capital directive to increase capital, and the termination of deposit insurance
by the FDIC.




We
believe that we will need to issue additional shares of common or preferred
stock to achieve compliance with the minimum capital ratios set forth in the
Order. However, our ability to raise additional capital will depend on
conditions in the capital markets at that time, which are outside our control,
and on our financial performance. Accordingly, we cannot assure you of our
ability to raise additional capital on terms acceptable to us. If we cannot
raise additional capital when needed or in order to meet the requirements of the
Order, our ability to withstand significant credit losses or continue our
operations without limitation could be materially impaired.




30




We
rely on dividends from our bank subsidiary as our primary source of liquidity
and payment of these dividends is limited under Tennessee law.




Under
Tennessee law, the amount of dividends that may be declared by the Bank in a
year without approval of the Commissioner of the TDFI is limited to net income
for that year combined with retained net income for the two preceding years.
Because of the loss incurred by the Bank in 2009 and the Order’s restrictions on
the Bank’s ability to pay dividends to the Bank, dividends from the Bank to us,
including, if necessary funds for payment of interest on the Company’s
indebtedness, to the extent that cash on hand at the Company is not sufficient
to make such payments, will require prior approval of the Commissioner of the
TDFI and the FDIC.




Recent
legislative and regulatory initiatives that were enacted in response to the
recent financial crisis are beginning to wind down.




The U.S.
federal, state and foreign governments have taken various actions in an attempt
to deal with the worldwide financial crisis and the severe decline in the global
economy. Some of these programs are beginning to expire and the impact of the
wind down on the financial sector and on the economic recovery is unknown. In
the United States, the Emergency Economic Stabilization Act of 2008 or EESA, was
enacted on October 3, 2008. The Troubled Asset Relief Program, or “TARP”,
established pursuant to EESA, includes the Capital Purchase Program, pursuant to
which Treasury is authorized to purchase senior preferred stock and common or
preferred stock warrants from participating financial institutions. TARP also
authorized the purchase of other securities and financial instruments for the
purpose of stabilizing and providing liquidity to U.S. financial markets. TARP
is scheduled to expire December 31, 2009, although the Treasury has announced it
will likely extend it until October 31, 2010. On September 18, 2009, the
Treasury guarantee on money market mutual funds expired. On October 20, 2009,
the FDIC announced that the Temporary Loan Guaranty Program pursuant to which
the FDIC guarantees unsecured debt of banks and certain holding companies would
expire October 31, 2009, except for a temporary emergency facility. The
Transaction Account Guarantee portion of the program, which guarantees
noninterest bearing bank transaction accounts on an unlimited basis, is
scheduled to continue until June 30, 2010.




National
or state legislation or regulation may increase our expenses and reduce
earnings.




Federal
bank regulators are increasing regulatory scrutiny, and additional restrictions
on financial institutions have been proposed by regulators and by Congress.
Changes in tax law, federal legislation, regulation or policies, such as
bankruptcy laws, deposit insurance, consumer protection laws, and capital
requirements, among others, can result in significant increases in our expenses
and/or charge-offs, which may adversely affect our earnings. Changes in state or
federal tax laws or regulations can have a similar impact. Furthermore,
financial institution regulatory agencies are expected to continue to be very
aggressive in responding to concerns and trends identified in examinations,
including the continued issuance of additional formal or enforcement or
supervisory actions. If we were required to enter into such actions with our
regulators, we could be required to agree to limitations or take actions that
limit our operational flexibility, restrict our growth or increase our capital
or liquidity levels. Failure to comply with any formal or informal regulatory
restrictions would lead to further regulatory enforcement actions. Negative
developments in the financial services industry and the impact of recently
enacted or new legislation in response to those developments could negatively
impact our operations by restricting our business operations, including our
ability to originate or sell loans, and adversely impact our financial
performance. In addition, industry, legislative or regulatory developments may
cause us to materially change our existing strategic direction, capital
strategies, compensation or operating plans.




31




Competition
from financial institutions and other financial service providers may adversely
affect our profitability.




The
banking business is highly competitive and we experience competition in each of
our markets. We compete with commercial banks, credit unions, savings and loan
associations, mortgage banking firms, consumer finance companies, securities
brokerage firms, insurance companies, money market funds and other mutual funds,
as well as other community banks, super-regional and national financial
institutions that operate offices in our primary market areas and elsewhere.
Many of our competitors are well-established, larger financial institutions that
have greater resources and lending limits and a lower cost of funds than we
have.




If
the federal funds rate remains at current extremely low levels, our net interest
margin, and consequently our net earnings, may continue to be negatively
impacted.




Because
of significant competitive deposit pricing pressures in our market and the
negative impact of these pressures on our cost of funds, coupled with the fact
that a significant portion of our loan portfolio has variable rate pricing that
moves in concert with changes to the Board of Governors of the Federal Reserve
System’s federal funds rate (which is at an extremely low rate as a result of
the current recession), we have experienced net interest margin compression
throughout 2008 and in the first nine months of 2009, when compared to the prior
year. Because of these competitive pressures, we are unable to lower the rate
that we pay on interest-bearing liabilities to the same extent and as quickly as
the yields we charge on interest-earning assets. As a result, our net interest
margin, and consequently our profitability, has been negatively impacted. We
have taken actions in the third quarter of 2009 to begin to increase our net
interest margin, but these actions may not result in improvement in our net
interest margin. If the federal funds rate remains at extremely low levels, our
higher funding costs may negatively impact our net interest margin and results
of operations.




Changes
in interest rates could adversely affect our results of operations and financial
condition.




Changes
in interest rates may affect our level of interest income, the primary component
of our gross revenue, as well as the level of our interest expense, our largest
recurring expenditure. Interest rates are highly sensitive to many factors that
are beyond our control, including general economic conditions and the policies
of various governmental and regulatory authorities. In a period of rising
interest rates, our interest expense, particularly deposit costs, could increase
in different amounts and at different rates, while the interest that we earn on
our assets may not change in the same amounts or at the same rates. Accordingly,
increases in interest rates could decrease our net interest income. Changes in
the level of interest rates also may negatively affect our ability to originate
real estate loans, the value of our assets and our ability to realize gains from
the sale of our assets, all of which ultimately affect our
earnings.




Our
key management personnel may leave at any time.




Our
success depends in large part on the ability and experience of our senior
management. The loss of services of one or more key employees could adversely
affect our business and operating results. We have an employment contract with
John D. Belew, our Chief Executive Officer.




32




Events
beyond our control may disrupt operations and harm operating
results.




We may be
adversely affected by a war, terrorist attack, third party acts, natural
disaster or other catastrophe. A catastrophic event could have a direct negative
impact on us, our customers, the financial markets or the overall economy. It is
impossible to fully anticipate and protect against all potential catastrophes. A
security breach, criminal act, military action, power or communication failure,
flood, hurricane, severe storm or the like could lead to service interruptions,
data losses for customers, disruptions to our operations, or damage to our
facilities. Any of these could have a material adverse effect on our business
and financial results. In addition, we may incur costs in repairing any damage
beyond our applicable insurance coverage.




We
operate in a highly regulated environment and are supervised and examined by
various federal and state regulatory agencies who may adversely affect our
ability to conduct business.




The
Company is a bank holding company regulated by the Board of Governors of the
Federal Reserve System. The Bank is a state chartered bank and comes under the
supervision of the Commissioner of the TDFI and the FDIC. The Bank is also
governed by the laws of the State of Tennessee and federal banking laws under
the FDIC and the Federal Reserve Act. The Bank is also regulated by other
agencies including, but not limited to, the Internal Revenue Service, OSHA, and
the Department of Labor. These and other regulatory agencies impose certain
regulations and restrictions on the Bank, including:




·
            explicit
      standards as to capital and financial
  condition;




·
            limitations
      on the permissible types, amounts and extensions of credit and
      investments;




·
            requirements
      for brokered deposits;




·
            restrictions
      on permissible non-banking activities; and·
            restrictions
      on dividend payments.




Federal
and state regulatory agencies have extensive discretion and power to prevent or
remedy unsafe or unsound practices or violations of law by banks and bank
holding companies. As a result, we must expend significant time and expense to
assure that we are in compliance with regulatory requirements and agency
practices.




We also
undergo periodic examinations by one or more regulatory agencies. Following such
examinations, we may be required, among other things, to make additional
provisions to our allowance for loan loss or to restrict our operations. These
actions would result from the regulators’ judgments based on information
available to them at the time of their examination.




Our
operations are also governed by a wide variety of state and federal consumer
protection laws and regulations. These federal and state regulatory restrictions
limit the manner in which we may conduct business and obtain financing. These
laws and regulations can and do change significantly from time to time and any
such change could adversely affect our results of operations.





Item
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




(a)
            None.




(b)
            Not
      applicable.




33




(c)
            No
      repurchases of Company securities were made during the quarter ended
      September 30, 2009.




The
Company’s ability to pay dividends is derived from the income of the Bank. The
Bank’s ability to declare and pay dividends is limited by its obligations to
maintain sufficient capital by the terms of the Order and by other general
restrictions on its dividends that are applicable to banks that are regulated by
the FDIC and the TDFI. In addition, the Federal Reserve Board may impose
restrictions on the Company’s ability to pay dividends on its common stock. As a
result, the Company cannot assure its shareholders that it will declare or pay
dividends on shares of its common stock in the future and the Company has never
paid dividends in the past.




Item
3. DEFAULTS UPON SENIOR SECURITIES




(a)
            None.(b)
            None.




Item
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None.




Item
5. OTHER INFORMATION




(a)
            None.(b)
            None.




34




Item
6. EXHIBITS.




Index to
Exhibits.





Exhibit No.
            
            Description3.1*
            
            Charter
      of American Patriot Financial Group, Inc.3.2*
            
            Bylaws
      of American Patriot Financial Group, Inc.31.1
            
            Certification
      pursuant to Rule 13a-14a/15d-14(a)31.2
            
            Certification
      pursuant to Rule 13a-14a/15d-14(a)32.1
            
            Certification
      pursuant to Rule 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 200232.2
            
            Certification
      pursuant to Rule 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002





*
              Previously
      filed as an exhibit to a Current Report on Form 8-K filed by American
      Patriot Financial Group, Inc. (f/k/a BG Financial Group, Inc.) with the
      Commission on May 21, 2004.





35





SIGNATURES




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





AMERICAN PATRIOT FINANCIAL
GROUP, INC.


(Registrant)




DATE:
      November 16, 2009
              
              /s/
      John D. BelewJohn
      D. Belew

                Chief
      Executive Officer


DATE:
      November 16, 2009
              
              /s/
      T. Don WaddellT.
      Don Waddell

                Chief
      Financial Officer





36