##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 10-Q



---



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

For the quarterly period ended March 31, 2007



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

For the transition period from  to

Commission File No. 000-31711



---

BOE FINANCIAL SERVICES OF VIRGINIA, INC.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Virginia                                                       |  | 54-1980794                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



|                                              |  |           
|--------------------------------------------- |  | ----------
|1325 Tappahannock Boulevard, Tappahannock, VA |  | 22560     
|(Address of principal executive offices)      |  | (Zip Code)

(804) 443-4343

(Registrants telephone number, including area code)



---

Indicate by check mark whether the registrant (1)filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated
filer  x

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

State the number of shares outstanding of each of the issuers classes of common equity as of May 9, 2007.



|                              |  |                           
|----------------------------- |  | --------------------------
|Class                         |  | Outstanding at May 9, 2007
|Common Stock, $5.00 par value |  | 1,209,280                 



---



---

##### Table of Contents

BOE Financial Services of Virginia, Inc.

FORM 10-Q

INDEX



|                                                                                                      |  |      
|----------------------------------------------------------------------------------------------------- |  | -----
|                                                                                                      |  | Page 
|                                                                                                      | 
|PART I - FINANCIAL INFORMATION                                                                        |  |      
|                                                                                                      | 
|Item 1. Financial Statements                                                                          |  | 1-5  
|                                                                                                      | 
|Consolidated Balance Sheets March 31, 2007 and December 31, 2006                                      |  | 1-2  
|                                                                                                      | 
|Consolidated Statements of Earnings Three months ended March 31, 2007 and 2006                        |  | 3    
|                                                                                                      | 
|Consolidated Statements of Cash Flows Three months ended March 31, 2007 and 2006                      |  | 4    
|                                                                                                      | 
|Consolidated Statements of Changes in Stockholders Equity Three months ended March 31, 2007 and 2006 |  | 5    
|                                                                                                      | 
|Notes to Consolidated Financial Statements                                                            |  | 6-7  
|                                                                                                      | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations         |  | 8-11 
|                                                                                                      | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                    |  | 12-13
|                                                                                                      | 
|Item 4. Controls and Procedures                                                                       |  | 13   
|                                                                                                      | 
|PART II - OTHER INFORMATION                                                                           |  |      
|                                                                                                      | 
|Item 1. Legal Proceedings                                                                             |  | 14   
|                                                                                                      | 
|Item 1A. Risk Factors                                                                                 |  | 14   
|                                                                                                      | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                   |  | 14   
|                                                                                                      | 
|Item 3. Defaults Upon Senior Securities                                                               |  | 14   
|                                                                                                      | 
|Item 4. Submission of Matters to a Vote of Security Holders                                           |  | 14   
|                                                                                                      | 
|Item 5. Other Information                                                                             |  | 14   
|                                                                                                      | 
|Item 6. Exhibits                                                                                      |  | 15   
|                                                                                                      | 
|Signatures                                                                                            |  | 16   



---

##### Table of Contents

PART I  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

BOE FINANCIAL SERVICES OF VIRGINIA, INC.

Consolidated Balance Sheets

(in Thousands except share data)



|                                                                           |  |             |         |   |              |   |         |  
|-------------------------------------------------------------------------- |  | ----------- | ------- | - | ------------ | - | ------- | -
|                                                                           |  | March 31,   |         |   | December 31, |  
|                                                                           |  | 2007        |         |   | 2006         |  
|                                                                           |  | (Unaudited) |         |   |              |  
|ASSETS                                                                     |  |             |         |   |              |   |         |  
|Cash and due from banks                                                    |  | $           | 3,879   |   |              | $ | 5,520   |  
|Federal funds sold                                                         |  |             | 736     |   |              |   | 0       |  
|Securities available for sale, at fair value                               |  |             | 54,415  |   |              |   | 55,963  |  
|Securities held to maturity (fair value $2,960 in 2007 and $2,949 in 2006) |  |             | 3,000   |   |              |   | 3,000   |  
|Equity Securities, restricted, at cost                                     |  |             | 1,536   |   |              |   | 1,553   |  
|Loans held for resale                                                      |  |             | 250     |   |              |   | 0       |  
|                                                                           |  |            
|Loans                                                                      |  |             | 199,125 |   |              |   | 196,891 |  
|Less: Allowance for loan losses                                            |  |             | (2,405  | ) |              |   | (2,400  | )
|                                                                           |  |             |         |   |              |   |         |  
|Net loans                                                                  |  |             | 196,720 |   |              |   | 194,491 |  
|                                                                           |  |            
|Bank premises and equipment, net                                           |  |             | 10,336  |   |              |   | 10,454  |  
|Accrued interest receivable                                                |  |             | 1,467   |   |              |   | 1,363   |  
|Intangible assets, net                                                     |  |             | 493     |   |              |   | 524     |  
|Other assets                                                               |  |             | 8,704   |   |              |   | 8,510   |  
|                                                                           |  |             |         |   |              |   |         |  
|Total assets                                                               |  | $           | 281,536 |   |              | $ | 281,378 |  
|                                                                           |  |             |         |   |              |   |         |  

See accompanying notes to consolidated financial statements.



Page: 1



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VIRGINIA, INC.

Consolidated Balance Sheets



|                                                            |  |             |            |   |              |   |            |  
|----------------------------------------------------------- |  | ----------- | ---------- | - | ------------ | - | ---------- | -
|                                                            |  | March 31,   |            |   | December 31, |  
|                                                            |  | 2007        |            |   | 2006         |  
|                                                            |  | (Unaudited) |            |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                        |  |             |            |   |              |   |            |  
|Deposits                                                    |  |             |            |   |              |   |            |  
|Noninterest bearing deposits                                |  | $           | 27,532     |   |              | $ | 27,809     |  
|Interest bearing deposits                                   |  |             | 206,235    |   |              |   | 203,056    |  
|                                                            |  |             |            |   |              |   |            |  
|Total deposits                                              |  |             | 233,767    |   |              |   | 230,865    |  
|Federal funds purchased                                     |  |             |           |   |              |   | 3,207      |  
|Federal Home Loan Bank advances                             |  |             | 12,000     |   |              |   | 12,000     |  
|Accrued interest payable                                    |  |             | 809        |   |              |   | 851        |  
|Other liabilities                                           |  |             | 2,469      |   |              |   | 2,284      |  
|Trust preferred capital notes                               |  |             | 4,124      |   |              |   | 4,124      |  
|                                                            |  |             |            |   |              |   |            |  
|Total liabilities                                           |  |             | 253,169    |   |              |   | 253,331    |  
|                                                            |  |             |            |   |              |   |            |  
|Commitments and Contingent Liabilities Stockholders equity |  |             |            |   |              |   |            |  
|Common stock, $5.00 par value                               |  |             | 6,045      |   |              |   | 6,041      |  
|                                                            |  |            
|                                                            |  | 3/31/07     |            |   | 12/31/06     |  
|Shares authorized                                           |  |             | 10,000,000 |   |              |   | 10,000,000 |  
|Shares outstanding                                          |  |             | 1,209,099  |   |              |   | 1,208,109  |  
|Paid in capital                                             |  |             | 5,503      |   |              |   | 5,477      |  
|Accumulated other comprehensive (loss),net                  |  |             | (759       | ) |              |   | (727       | )
|Retained earnings                                           |  |             | 17,578     |   |              |   | 17,256     |  
|                                                            |  |             |            |   |              |   |            |  
|Total stockholders equity                                  |  |             | 28,367     |   |              |   | 28,047     |  
|                                                            |  |             |            |   |              |   |            |  
|Total liabilities and stockholders equity                  |  | $           | 281,536    |   |              | $ | 281,378    |  
|                                                            |  |             |            |   |              |   |            |  

See accompanying notes to consolidated financial statements.



Page: 2



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VIRGINIA, INC.

Consolidated Statements of Earnings

(In Thousands except per share data)



|                                                                       |  |                    |       |           |   |       |  
|---------------------------------------------------------------------- |  | ------------------ | ----- | --------- | - | ----- | -
|                                                                       |  | Three Months Ended |      
|                                                                       |  | March 31,          |       | March 31, |  
|                                                                       |  | 2007               |       | 2006      |  
|                                                                       |  | (Unaudited)        |      
|Interest Income                                                        |  |                    |       |           |   |       |  
|Interest and fees on loans                                             |  | $                  | 3,825 |           | $ | 3,392 |  
|Interest on federal funds sold                                         |  |                    | 18    |           |   | 3     |  
|Interest on taxable securities                                         |  |                    | 256   |           |   | 230   |  
|Interest on tax exempt obligations of state and political subdivisions |  |                    | 351   |           |   | 337   |  
|Other interest income                                                  |  |                    | 7     |           |   | 4     |  
|                                                                       |  |                    |       |           |   |       |  
|Total interest income                                                  |  |                    | 4,457 |           |   | 3,966 |  
|                                                                       |  |                    |       |           |   |       |  
|                                                                       |  |                   
|Interest Expense                                                       |  |                    |       |           |   |       |  
|Interest on savings and interest bearing deposits                      |  |                    | 175   |           |   | 101   |  
|Interest on certificates of deposit                                    |  |                    | 1,644 |           |   | 1,156 |  
|Interest on federal funds purchased                                    |  |                    | 12    |           |   | 63    |  
|Interest on trust preferred capital notes                              |  |                    | 86    |           |   | 78    |  
|Interest on other borrowed money                                       |  |                    | 183   |           |   | 69    |  
|                                                                       |  |                    |       |           |   |       |  
|Total interest expense                                                 |  |                    | 2,100 |           |   | 1,467 |  
|                                                                       |  |                    |       |           |   |       |  
|Net interest income                                                    |  |                    | 2,357 |           |   | 2,499 |  
|Provision for loan losses                                              |  |                    |      |           |   | 100   |  
|                                                                       |  |                    |       |           |   |       |  
|Net interest income after provision for loan losses                    |  |                    | 2,357 |           |   | 2,399 |  
|                                                                       |  |                    |       |           |   |       |  
|                                                                       |  |                   
|Noninterest Income                                                     |  |                    |       |           |   |       |  
|Service charges on deposit accounts                                    |  |                    | 235   |           |   | 248   |  
|Securities gains(losses)-net                                           |  |                    | 1     |           |   | (21   | )
|Gains on sale of loans                                                 |  |                    | 0     |           |   | 6     |  
|Other fee income                                                       |  |                    | 51    |           |   | 43    |  
|All other noninterest income                                           |  |                    | 143   |           |   | 116   |  
|                                                                       |  |                    |       |           |   |       |  
|Total noninterest income                                               |  |                    | 430   |           |   | 392   |  
|                                                                       |  |                    |       |           |   |       |  
|                                                                       |  |                   
|Noninterest Expense                                                    |  |                    |       |           |   |       |  
|Salaries and employee benefits                                         |  |                    | 1,181 |           |   | 1,064 |  
|Premises and fixed assets                                              |  |                    | 277   |           |   | 216   |  
|Other expenses                                                         |  |                    | 630   |           |   | 546   |  
|                                                                       |  |                    |       |           |   |       |  
|Total noninterest expense                                              |  |                    | 2,088 |           |   | 1,826 |  
|                                                                       |  |                    |       |           |   |       |  
|Income before income taxes                                             |  |                    | 699   |           |   | 965   |  
|Income taxes                                                           |  |                    | 147   |           |   | 227   |  
|                                                                       |  |                    |       |           |   |       |  
|Net income                                                             |  | $                  | 552   |           | $ | 738   |  
|                                                                       |  |                    |       |           |   |       |  
|Earnings per share, basic                                              |  | $                  | 0.46  |           | $ | 0.62  |  
|Earnings per share, diluted                                            |  | $                  | 0.45  |           | $ | 0.61  |  

See accompanying notes to consolidated financial statements.



Page: 3



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VIRGINIA, Inc.

Consolidated Statements of Cash Flows

(in Thousands)



|                                                                                  |  |                             |        |   |      |   |        |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                  |  | Three Months EndedMarch 31, |       
|                                                                                  |  | 2007                        |        |   | 2006 |  
|                                                                                  |  | (Unaudited)                 |       
|Cash Flows from Operating Activities                                              |  |                             |        |   |      |   |        |  
|Net income                                                                        |  | $                           | 552    |   |      | $ | 738    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |        |   |      |   |        |  
|Depreciation and amortization                                                     |  |                             | 170    |   |      |   | 130    |  
|Origination of loans held for sale                                                |  |                             | (250   | ) |      |   | (1,519 | )
|Proceeds from sale of loans held for sale                                         |  |                             |       |   |      |   | 691    |  
|Provision for loan losses                                                         |  |                             |       |   |      |   | 100    |  
|Net amortization on securities                                                    |  |                             | 39     |   |      |   | 47     |  
|Net (gain)/loss on sale of securities                                             |  |                             | (1     | ) |      |   | 21     |  
|(Gain) on sale of loans                                                           |  |                             |       |   |      |   | (16    | )
|Loss on disposal of equipment                                                     |  |                             |       |   |      |   | 10     |  
|(Increase)/Decrease in accrued interest receivable and other assets               |  |                             | (298   | ) |      |   | 215    |  
|Increase/(decrease) in accrued expenses and other liabilities                     |  |                             | 143    |   |      |   | (99    | )
|                                                                                  |  |                             |        |   |      |   |        |  
|Net cash provided by operating activities                                         |  |                             | 355    |   |      |   | 308    |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Cash Flows from Investing Activities                                              |  |                             |        |   |      |   |        |  
|Proceeds from sale of securities available-for-sale                               |  |                             | 5,079  |   |      |   | 1,726  |  
|Proceeds from maturities and calls of securities available-for-sale               |  |                             | 502    |   |      |   | 1,230  |  
|Purchase of securities available for sale                                         |  |                             | (4,089 | ) |      |   | (2,643 | )
|Redemption/(purchase) of restricted securities                                    |  |                             | 17     |   |      |   | (364   | )
|Net (increase) in loans to customers                                              |  |                             | (2,235 | ) |      |   | (7,642 | )
|(Increase) in federal funds sold                                                  |  |                             | (736   | ) |      |   |       |  
|Capital expenditures                                                              |  |                             | (29    | ) |      |   | (1,383 | )
|                                                                                  |  |                             |        |   |      |   |        |  
|Net cash (used in) investing activities                                           |  |                             | (1,491 | ) |      |   | (9,076 | )
|                                                                                  |  |                             |        |   |      |   |        |  
|                                                                                  |  |                            
|Cash Flows from Financing Activities                                              |  |                             |        |   |      |   |        |  
|Net increase (decrease) in deposits                                               |  |                             | 2,902  |   |      |   | (3,242 | )
|Increase/(decrease) in federal funds purchased                                    |  |                             | (3,207 | ) |      |   | 2,581  |  
|Increase in Federal Home Loan Bank advances                                       |  |                             |       |   |      |   | 7,000  |  
|Issuance of Common Stock                                                          |  |                             | 30     |   |      |   | 23     |  
|Dividends paid                                                                    |  |                             | (230   | ) |      |   |       |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                               |  |                             | (505   | ) |      |   | 6,362  |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                         |  |                             | (1,641 | ) |      |   | (2,406 | )
|Cash and Cash Equivalents                                                         |  |                             |        |   |      |   |        |  
|Beginning of period                                                               |  |                             | 5,520  |   |      |   | 7,365  |  
|                                                                                  |  |                             |        |   |      |   |        |  
|End of period                                                                     |  | $                           | 3,879  |   |      | $ | 4,959  |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Supplemental disclosure of cash flow information                                  |  |                             |        |   |      |   |        |  
|Cash paid during the year                                                         |  |                             |        |   |      |   |        |  
|Interest                                                                          |  | $                           | 2,142  |   |      | $ | 1,422  |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Income Taxes                                                                      |  | $                           | 240    |   |      | $ | 0      |  
|                                                                                  |  |                             |        |   |      |   |        |  

See accompanying notes to consolidated financial statements.



Page: 4



---

##### Table of Contents

BOE Financial Services of Virginia, Inc.

Statement of Changes in Stockholders Equity

For the Three Month Periods Ended March 31, 2007 and 2006

(in thousands)

(Unaudited)



|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|----------------------------------------------------------------------- |  | ----------- | ----- | ------------------------ | - | ---------------- |  | - | ------------------------------- | - |  | ------------------- | ---- | - | ----- | - | ---- | - |  | - | ------ | -
|                                                                        |  | CommonStock |       | AdditionalPaid-InCapital |   | RetainedEarnings |  |   | OtherComprehensiveIncome (Loss) |   |  | ComprehensiveIncome |      |   | Total |  
|Balance, December 31, 2005                                              |  | $           | 5,990 |                          | $ | 5,264            |  | $ | 15,060                          |   |  | $                   | (80  | ) |       |   |      |   |  | $ | 26,234 |  
|Comprehensive Income:                                                   |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Net income                                                              |  |             |       |                          |   |                  |  |   | 738                             |   |  |                     |      |   |       | $ | 738  |   |  |   | 738    |  
|Other comprehensive loss, net of tax:                                   |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Unrealized loss on securities available for sale, net of deferred taxes |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   | (211 | ) |  |   |        |  
|Add: Reclassification adjustment, net of tax                            |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   | 14   |   |  |   |        |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Other comprehensive loss, net of tax:                                   |  |             |       |                          |   |                  |  |   |                                 |   |  |                     | (197 | ) |       |   | (197 | ) |  |   | (197   | )
|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Total comprehensive income                                              |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       | $ | 540  |   |  |   |        |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Issuance of common stock under Employee Stock Option Plan               |  |             | 5     |                          |   | 18               |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   | 23     |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Balance, March 31, 2006                                                 |  | $           | 5,995 |                          | $ | 5,282            |  | $ | 15,798                          |   |  | $                   | (277 | ) |       |   |      |   |  | $ | 26,798 |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|                                                                        |  |             |       |                          |   |                 
|                                                                        |  | CommonStock |       | AdditionalPaid-InCapital |   | RetainedEarnings |  |   | OtherComprehensiveIncome        |   |  | ComprehensiveIncome |      |   | Total |  
|Balance, December 31, 2006                                              |  | $           | 6,041 |                          | $ | 5,477            |  | $ | 17,256                          |   |  | $                   | (727 | ) |       |   |      |   |  | $ | 28,047 |  
|Comprehensive Income:                                                   |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Net income                                                              |  |             |       |                          |   |                  |  |   | 552                             |   |  |                     |      |   |       | $ | 552  |   |  |   | 552    |  
|Other comprehensive loss, net of tax:                                   |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Unrealized loss on securities available for sale, net of deferred taxes |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   | (32  | ) |  |   |        |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Other comprehensive loss, net of tax:                                   |  |             |       |                          |   |                  |  |   |                                 |   |  |                     | (32  | ) |       |   | (32  | ) |  |   | (32    | )
|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Total comprehensive income                                              |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       | $ | 520  |   |  |   |        |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Cash dividend, $0.19 per share                                          |  |             |       |                          |   |                  |  |   | (230                            | ) |  |                     |      |   |       |   |      |   |  |   | (230   | )
|Issuance of common stock under                                          |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Dividend Reinvestment Plan and Employee Stock Option Plan               |  |             | 4     |                          |   | 26               |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   | 30     |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  
|Balance, March 31, 2007                                                 |  | $           | 6,045 |                          | $ | 5,503            |  | $ | 17,578                          |   |  | $                   | (759 | ) |       |   |      |   |  | $ | 28,367 |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                 |   |  |                     |      |   |       |   |      |   |  |   |        |  

See accompanying notes to consolidated financial statements.



Page: 5



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VIRGINIA, INC.

Notes to Consolidated Financial Statements

(Unaudited)

1. The accounting and reporting policies of BOE
Financial Services of Virginia, Inc. (the Company) conform to accounting principles generally accepted in the United States of America and to the general practices within the banking industry. The interim financial statements have not
been audited; however, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial statements have been included. Operating results for the three
month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ended December 31, 2007.

These financial statements should be read in conjunction with the financial statements and the footnotes included in the Companys 2006 Annual Report to Shareholders.

2. Earnings per share are based on the weighted average number of common shares and common stock equivalents outstanding during the applicable periods. Potential
dilutive common stock had no material effect on income available to common shareholders.



|                                 |  |                |  |                |      |        |           |           |   |     
|-------------------------------- |  | -------------- |  | -------------- | ---- | ------ | --------- | --------- | - | ----
|                                 |  | March 31, 2007 |  | March 31, 2006
|                                 |  | Shares         |  | Per Share      |      | Shares |           | Per Share
|Basic earnings per share         |  | 1,208,174      |  | $              | 0.46 |        | 1,198,814 |           | $ | 0.62
|Effect of dilutive stock options |  | 7,101          |  |                |      |        | 12,407    |           |   |     
|                                 |  |                |  |                |      |        |           |           |   |     
|Diluted earnings per share       |  | 1,215,275      |  | $              | 0.45 |        | 1,211,221 |           | $ | 0.61
|                                 |  |                |  |                |      |        |           |           |   |     

3. Loans are shown on the balance sheets net of unearned discounts and the allowance for loan losses. Interest is
computed by methods which result in level rates of return on principal. Loans are charged off when in the opinion of management they are deemed to be uncollectable after taking into consideration such factors as the current financial condition of
the customer and the underlying collateral and guarantees. Loan fees and origination costs are deferred and the net amount amortized as an adjustment of the related loans yield using the level yield method. Bank of Essex (the Bank), a
wholly owned subsidiary of the Company, is amortizing these amounts over the contractual life of the related loans.

4. Defined Benefit Pension Plan

Components of Net Periodic Benefit Cost

Three months ended
March 31,

(In Thousands)



|                                             |  |                  |     |   |      |   |     |  
|-------------------------------------------- |  | ---------------- | --- | - | ---- | - | --- | -
|                                             |  | Pension Benefits |    
|                                             |  | 2007             |     |   | 2006 |  
|Service cost                                 |  | $                | 82  |   |      | $ | 91  |  
|Interest cost                                |  |                  | 68  |   |      |   | 61  |  
|Expected return on plan assets               |  |                  | (73 | ) |      |   | (65 | )
|Amortization of prior service cost           |  |                  | 1   |   |      |   | 1   |  
|Amortization of net obligation at transition |  |                  | (1  | ) |      |   | (1  | )
|Amortization of net (gain) loss              |  |                  | 9   |   |      |   | 14  |  
|                                             |  |                  |     |   |      |   |     |  
|Net periodic benefit cost                    |  | $                | 86  |   |      | $ | 101 |  
|                                             |  |                  |     |   |      |   |     |  

Employer Contributions

The Company previously disclosed in its financial statements for the year ended December 31, 2006, that it expected not to contribute to its pension plan in 2007. As of March 31, 2007, no contributions have been made.



Page: 6



---

##### Table of Contents

5. Stock Option Plans

During the fiscal year ended December 31, 2000, the Company adopted stock option plans for all employees and outside directors. The plans provide that 110,000 shares of the Companys common stock will be
reserved for both incentive and non-statutory stock options to purchased common stock of the Company. The exercise price per share for incentive and non-statutory stock options shall not be less than the fair market value of a share of common stock
on the date of grant, and may be exercised at such times as may be specified by the Board of Directors in the participants stock option agreement. Each incentive and non-statutory stock option shall expire not more than ten years from the date
the option is granted. The options vest at the rate of one quarter per year from the grant date.

A summary of the status of the stock
option plans follows:



|                                                |  |                |   |  |                              |       |                                         |            |                         |        
|----------------------------------------------- |  | -------------- | - |  | ---------------------------- | ----- | --------------------------------------- | ---------- | ----------------------- | -------
|                                                |  | NumberofShares |   |  | WeightedAverageExercisePrice |       | WeightedAverageRemainingContractualTerm |            | AggregateIntrinsicValue
|Outstanding at beginning of year                |  | 29,718         |   |  | $                            | 23.92 |                                         |            |                         |        
|Granted (during quarter ended March 31, 2007)   |  | 0              |   |  |                              |      |                                         |            |                         |        
|Exercised (during quarter ended March 31, 2007) |  | (178           | ) |  |                              | 28.70 |                                         |            |                         |        
|Forfeited (during quarter ended March 31, 2007) |  | 0              |   |  |                              |      |                                         |            |                         |        
|                                                |  |                |   |  |                              |       |                                         |            |                         |        
|Outstanding at quarter end                      |  | 29,540         |   |  |                              | 23.89 |                                         | 6.25 years |                         | 227,753
|                                                |  |                |   |  |                              |       |                                         |            |                         |        
|Exercisable at quarter end                      |  | 29,540         |   |  |                              | 23.89 |                                         | 6.25 years |                         | 227,753
|                                                |  |                |   |  |                              |       |                                         |            |                         |        

The aggregate intrinsic value of a stock option in the table above represents the total pre-tax
intrinsic value (the amount by which the current market value of the underlying stock exceeds the option price of the option) that would have been received by the option holders had all option holders exercised their options on March 31, 2007.
This amount changes based on changes in the market value of the Companys stock.

The total intrinsic value of options exercised during the quarter
ended March 31, 2007 was $498.

No stock-based compensation expense was recorded during the periods ended March 31, 2007 or 2006 as no options
were granted and all outstanding options were fully vested.



Page: 7



---

##### Table of Contents

Item 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The Companys financial statements are prepared in accordance with accounting principles generally accepted in the United States
(GAAP). The financial information contained within the statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could
affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. The Company uses historical loss factors as one factor in determining the inherent loss that may be present
in its loan portfolio. Actual losses could differ significantly from the historical factors that the Company uses. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of the
Companys transactions would be the same, the timing of events that would impact its transactions could change.

Forward-Looking Statements

Certain statements contained in this report that are not historical facts are forward-looking statements that are subject to certain
risks and uncertainties. When used herein, the terms anticipates, plans, expects, believes and similar expressions as they relate to the Company or its management are intended to identify such
forward-looking statements. The Companys actual results, performance or achievements may materially differ from those expressed or implied in the forward-looking statements.

CRITICAL ACCOUNTING POLICIES

Allowance for Loan Losses

The allowance for loan losses is an estimate of the losses that may be sustained in the Companys loan portfolio. The allowance is
based on two basic principles of accounting: (i) SFAS 5, Accounting for Contingencies,which requires that losses be accrued when they are probable of occurring and estimatable and (ii) SFAS 114, Accounting by Creditors for
Impairment of a Loan,which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance. The use of these
values is inherently subjective and actual losses could be greater or less than the estimates.

The allowance for loan losses is increased
by charges to income and decreased by charge-offs (net of recoveries). Managements periodic evaluation of the adequacy of the allowance is based on past loan loss experience, known and inherent risks in the portfolio, adverse situations that
may affect the borrowers ability to repay, the estimated value of any underlying collateral, and current economic conditions.

The
following discussion is intended to assist readers in understanding and evaluating the financial condition and results of operations of the Company and the Bank. This section should be read in conjunction with BOEs consolidated financial
statements and accompanying notes included elsewhere in this report.

Overview

On March 31, 2007 the Company had total assets of $281.5 million, an increase of $158,000 or 0.6% from $281.4 million at December 31, 2006.
Total assets at March 31, 2006 were $268.7 million. The March 31, 2007 total assets figure represents an increase of 4.7% or $12.8 million over one year ago. Total loans amounted to $199.1 million on March 31, 2007, an increase of
$2.2 million or 1.1% over December 31, 2006 total loans of $196.9 million. The March 31, 2007 figure represents an increase of $9.0 million or 4.8% over total loans of $190.1 million on March 31, 2006. The Companys securities
portfolio decreased $1.6 million or 2.6% from $60.5 million at December 31, 2006 to $58.9 million at March 31, 2007. Total securities were $56.3 million on March 31, 2006. The Company had Federal Funds sold of $736,000 on
March 31, 2007, Federal Funds purchased of $3.2 million on December 31, 2006 and Federal Funds purchased of $4.4 million on March 31, 2006.



Page: 8



---

##### Table of Contents

The Company is required to account for the effect of market changes in the value of securities
available-for-sale (AFS) under SFAS 115. The market value of the March 31, 2007 securities AFS portfolio was $54.4 million compared to $56.0 million at December 31, 2006 and $51.7 million at March 31, 2006. The impact of the change in
market value of AFS securities, net of deferred income taxes, is reflected in the Statement of Changes in Stockholders Equity under Accumulated Other Comprehensive Loss, net. On March 31, 2007, $103,000 represented the Companys net
unrealized loss on AFS securities compared to $54,000 at December 31, 2006 and a net unrealized gain of $423,000 at March 31, 2006.

Total deposits at March 31, 2007 were $233.8 million. This $2.9 million increase is 1.3% greater than total deposits of $230.9 million at December 31, 2006 and $13.9 million, or 6.3% greater than total deposits of $219.9 million
at March 31, 2006.

Stockholders equity at March 31, 2007 was $28.4 million and represented 10.1% of total assets.
Stockholders equity was $28.0 million, or 10.0% of total assets at December 31, 2006 and $26.8 million, or 10.0% of total assets at March 31, 2006.

Results of Operations

Net Income

Net income was $552,000 for the first quarter of 2007, or $0.45 per diluted share. This compares to net income of $738,000, or $0.61 per diluted share in the first quarter of 2006. The decrease in earnings through one quarter of 2007
compared to 2006 was $186,000, or 25.2%.

The decrease in earnings was primarily attributable to a decrease of 5.7%, or $142,000 in net
interest income. Net interest income was $2,357,000 in the first quarter of 2007 compared to net interest income of $2,499,000 for the same period in 2006. Additionally, noninterest expense increased $262,000, or 14.4%, to $2,088,000 in the first
quarter of 2007 compared to $1,826,000 for the same period in 2006.

Net Interest Income

The Companys results of operations are significantly affected by its ability to manage effectively the interest rate sensitivity and maturity of its
interest-earning assets and interest-bearing liabilities. At March 31, 2007, the Companys interest-earning assets exceeded its interest-bearing liabilities by approximately $34.9 million, compared with a $32.4 million excess one year ago.
Net interest margins on a fully tax equivalent basis were 3.84% through March 31, 2007 compared to 4.30% through March 31, 2006. The decrease in net interest margin was the result of an increase of 38 basis points in yield on total earning
assets coupled with an increase of 84 basis points in the cost of total sources of funds. The Companys yield on average earning assets, on a fully tax equivalent and annualized basis, was 6.98% for the first three months of 2007 compared to
6.60% for the first three months of 2006. Total cost of funds was 3.14% for the first three months of 2007 compared to 2.30% for the same period in 2006.

The Companys loan-to-deposit ratio was 85.3%, on average, through the first three months of 2007 compared to 84.3% for the same period in 2006. On March 31, 2007, the Companys loan-to-deposit ratio
was 85.2% compared to 85.3% on December 31, 2006 and 86.5% on March 31, 2006.

Provision for Loan Losses

The Companys provision for loan losses decreased $100,000 to $0 for the first quarter of 2007 compared to $100,000 in the first quarter of 2006. Net
recoveries of $5,000 in the first quarter of 2007 compared to net charge-offs on loans of $3,000 in the first quarter of 2006.



Page: 9



---

##### Table of Contents

Noninterest Income

Noninterest income, including net gains and losses on securities, was $430,000 in the first quarter of 2007 compared to $392,000 in the same period of 2006. This represents an increase of 9.5%, or $38,000. Service charges on deposit
accounts were $235,000 in the first quarter of 2007 and $248,000 in the first quarter of 2006. This is a decrease of 5.5%, or $13,000. Securities gains/(losses) increased in the first quarter of 2007 to a $1,000 gain compared to a $21,000 loss for
the first quarter of 2006. All other noninterest income increased 23.3% or $27,000, from $116,000 in the first quarter of 2006 to $143,000 in the first quarter of 2007. Other fee income increased 18.6%, from $43,000 in the first quarter of 2006 to
$51,000 in the first quarter of 2007.

Noninterest Expenses

Noninterest expenses were $2.1 million and increased $262,000, or 14.4%, in the first quarter of 2007 compared to 2006. Other expenses increased, $84,000, from $546,000 in the first quarter of 2006 to $630,000 in the
first quarter of 2007. Salaries and employee benefits increased $117,000, or 11.0%, from $1.1 million in the first quarter of 2006 to $1.2 million in the first quarter of 2007. Premises and fixed assets expense increased $61,000, or 28.2%, from
$216,000 in the first quarter of 2006 to $277,000 in the first quarter of 2007.

Of the increases mentioned above, $85,000 was related to
increases in wages and overtime due to merit increases and additional employees related to expansion efforts. Additionally, there was an increase of $29,000 in items related to executive retirement benefits. Capitalization of buildings and equipment
increased $40,000 due primarily to the opening of the new headquarters building June 12, 2006. Additional real estate taxes of $7,000 have been recognized in the first quarter of 2007 as a result of this building.

Income Taxes

Income tax expense through March 31, 2007
was $147,000. This represents an $80,000, or 35.2% decrease compared to $227,000 in income tax expense for the same period in 2006.

Asset Quality

The Companys allowance for loan losses totaled $2.4 million on March 31, 2007 or 1.21% of total loans. On December 31,
2006, the allowance for loan losses totaled $2.4 million and was 1.22% of total loans. On March 31, 2006, the allowance for credit losses was $2.3 million and was 1.23% of total loans.

On March 31, 2007, the Company had nonaccruing assets of $83,000 compared to $37,000 on March 31, 2006. Loans past due and still accruing
interest totaled $1,963,000 on March 31, 2007 compared to $121,000 on March 31, 2006. This increase is primarily attributable to two borrowers. One borrower has since brought loans current with a $250,000 payment. There was a specific
reserve allocated for these loans at period end. For the other borrower there is collateral in excess of the loan balance, minimizing risk of loss.

Capital Requirements

The determination of capital adequacy depends upon a number of factors, such as asset quality, liquidity,
earnings, growth trends and economic conditions. The Company seeks to maintain a strong capital base to support its growth and expansion plans, provide stability to current operations and promote public confidence in the Company.

The federal banking regulators have defined three tests for assessing the capital strength and adequacy of banks, based on two definitions of capital.
Tier 1 Capital is defined as a combination of common and qualifying preferred stockholders equity less goodwill. Tier 2 Capital is defined as qualifying subordinated debt and a portion of the allowance for loan losses.
Total Capital is defined as Tier 1 Capital plus Tier 2 Capital.

Three risk-based capital ratios are computed using the above
capital definitions, total assets and risk-weighted assets and are measured against regulatory minimums to ascertain adequacy. All assets and off-balance sheet risk items are grouped into categories according to degree of risk and assigned a
risk-weighting and the resulting total is risk-weighted assets. Tier 1 Risk-based Capital is Tier 1 Capital divided by risk-weighted assets. Total Risk-based Capital is Total Capital divided by risk-weighted assets. The
Leverage ratio is Tier 1 Capital divided by total average assets.



Page: 10



---

##### Table of Contents

The Companys ratio of total capital to risk-weighted assets was 14.53% on March 31, 2007
compared to 15.0% on March 31, 2006. Its ratio of Tier 1 Capital to risk-weighted assets was 13.53% on March 31, 2007 and 14.49% on March 31, 2006. The Companys leverage ratio (Tier I capital to average adjusted total assets)
was 10.23% on March 31, 2007 and 11.69% on March 31, 2006. These ratios exceed regulatory minimums. The Company issued trust preferred subordinated debt that qualifies as regulatory capital in the fourth quarter of 2003. This trust
preferred debt has a 30-year maturity with a 5-year call option and was issued at a rate of three month LIBOR plus 3.00% and was priced at 8.36% in the first quarter of 2007.

LIQUIDITY

Liquidity represents the Companys ability to meet present and future financial
obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest-bearing deposits with banks, federal funds sold, and certain investment
securities. As a result of the Companys management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors
requirements and meet its customers credit needs.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CREDIT RISK AND CONTRACTUAL OBLIGATIONS

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs
of its clients and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments.

The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit
and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements but may change current practice for some entities. This Statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007 and interim periods within those years. The Company does not expect the implementation of SFAS 157 to have a material impact on its consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities (SFAS 159). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of this Statement is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The fair value option established by this Statement permits all
entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting
date. The fair value option may be applied instrument by instrument and is irrevocable. SFAS 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS 157, Fair Value Measurements. The Company is in the process of evaluating the impact SFAS 159 may
have on its consolidated financial statements but does not intend to adopt the Statement early.



Page: 11



---

##### Table of Contents

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk since
2006 year end as disclosed in the 2006 Form 10-K.



Page: 12



---

##### Table of Contents

Item 4. Controls and Procedures

Based on their most recent review, which was completed as of the end of the
period covered by this report, the Companys principal executive officer and principal financial officer have concluded that the Companys disclosure controls and procedures are effective as of March 31, 2007 to ensure that
information required to be disclosed by the Companys in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Companys management, including its principal
executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms.

The Companys management is also responsible for establishing and maintaining adequate
internal control over financial reporting. There were no changes in the Companys internal control over financial reporting identified in connection with the evaluation of it that occurred during the Companys last fiscal quarter that
materially affected, or are reasonably likely to materially affect, internal control over financial reporting.



Page: 13



---

##### Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

No changes in risk factors discussed in the Companys Annual Report on Form 10-K
for the year ended December 31, 2006.

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

None

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None



Page: 14



---

##### Table of Contents

Item 6. Exhibits

The information furnished herein, including Exhibit 99.1, shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.



| | (a) | Exhibit Listing
| | --- | ---------------



|              |  |                                                                                                                                                                                                                                                                                   
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                       
|2             |  | Agreement and Plan of Reorganization (the Reorganization Agreement) dated as of March 20, 2000 between the Corporation and Bank. (Exhibit A of the Proxy Statement included in Form
S-4 Registration Statement (No. 333-33260) filed March 24, 2000, incorporated by reference).
|              | 
|3(a)          |  | Articles of Incorporation of the Corporation (Appendix 1 to Exhibit A of the Proxy Statement included in Form S-4 Registration Statement (No. 333-33260) filed March 24, 2000, incorporated by
reference).                                                                        
|              | 
|3(b)          |  | Bylaws (Appendix 2 to Exhibit A of the Proxy Statement included in Form S-4 Registration Statement (No. 333-33260) filed March 24, 2000, incorporated by reference).                                                                                                              
|              | 
|10(a)         |  | The Corporations Stock Incentive Plan (Appendix 3 to Exhibit A of the Proxy Statement included in Form S-4 Registration Statement (No. 333-33260) filed March 24, 2000, incorporated by
reference).                                                                              
|              | 
|10(b)         |  | First Amendment to the Corporations Stock Incentive Plan (Exhibit 99(b) to Form S-8 Registration Statement (No. 333-49538) filed November 8, 2000, incorporated by
reference).                                                                                                   
|              | 
|10(c)         |  | The Corporations Stock Option Plan for Outside Directors (Appendix 4 to Exhibit A of the Proxy Statement included in Form S-4 Registration Statement (No. 333-33260) filed March 24,
2000,incorporated by reference).                                                            
|              | 
|10(d)         |  | First Amendment to the Corporations Stock Option Plan for Outside Directors (Exhibit 99(d) to Form S-8 Registration Statement (No. 333-49538) filed November 8, 2000, incorporated by
reference).                                                                                
|              | 
|31.1          |  | Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act.                                                                                                                                                                             
|              | 
|31.2          |  | Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                                                                                                                                                              
|              | 
|32            |  | Certification of Chief Executive Officer and Chief Financial Officer.                                                                                                                                                                                                             
|              | 
|99.1          |  | BOE Financial Services Dividend Reinvestment Plan (Incorporated by reference to the Registrants Registration Statement on Form S-3D filed November 8, 2000)                                                                                                                      



Page: 15



---

##### Table of Contents

Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



| |  |         |  |                                                       |  |                                                     |  | 
| |  | ------- |  | ----------------------------------------------------- |  | --------------------------------------------------- |  | 
| |  |         |  | BOE Financial Services of Virginia, Inc. (Registrant) |  |                                                    
| |  |         |  |                                                      
| |  | 5/15/07 |  | By:                                                   |  | /s/ George M. Longest, Jr.                          |  | 
| |  | (Date)  |  |                                                       |  | (Signature)                                         |  | 
| |  |         |  |                                                       |  | George M. Longest, Jr.                              |  | 
| |  |         |  |                                                       |  | President and Chief Executive Officer               |  | 
| |  |         |  |                                                      
| |  | 5/15/07 |  | By:                                                   |  | /s/ Bruce E. Thomas                                 |  | 
| |  | (Date)  |  |                                                       |  | (Signature)                                         |  | 
| |  |         |  |                                                       |  | Bruce E. Thomas                                     |  | 
| |  |         |  |                                                       |  | Secretary, Vice President & Chief Financial Officer |  | 



Page: 16