##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2008
 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: 000-52588
 RELIANCE BANCSHARES, INC.
  Missouri
    
    43-1823071(State or Other Jurisdiction of
    
    (IRS EmployerIncorporation or Organization)
    
    Identification No.)
 10401 Clayton RoadFrontenac, Missouri
    
    63131(Address of Principal Executive Offices)
    
    (Zip Code)
 (314) 569-7200
 
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    1Condensed Consolidated Balance Sheets (Unaudited)
    
    
    1Condensed Consolidated Statements of Income (Unaudited)
    
    
    2Condensed Consolidated Statements of Comprehensive Income (Unaudited)
    
    
    3Condensed Consolidated Statements of Stockholders Equity (Unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows (Unaudited)
    
    
    5Notes to Unaudited Interim Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4T. Controls and Procedures
    
    
    33PART II  OTHER INFORMATION
    
    
    33Item 1. Legal Proceedings
    
    
    33Item 1A. Risk Factors
    
    
    33Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33Item 3. Defaults Upon Senior Securities
    
    
    35Item 4. Submission of Matters to Vote of Security Holders
    
    
    35Item 5. Other Information
    
    
    35Item 6. Exhibits
    
    
    35Signatures
    
    
    36EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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##### Table of Contents



Part I  Item 1  Financial Statements
 RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
 
   March 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2007ASSETSCash and due from banks
    
    $
    12,309,202
    
    
    
    11,505,031
    
    
    
    13,170,564Interest-earning deposits in other financial institutions
    
    
    373,586
    
    
    
    927,921
    
    
    
    89,876Federal funds sold
    
    
    86,000
    
    
    
    32,469,579
    
    
    
    30,000Investments in available-for-sale debt and equity securities,
at fair value
    
    
    178,987,641
    
    
    
    185,586,683
    
    
    
    163,645,218Loans
    
    
    993,726,912
    
    
    
    691,304,505
    
    
    
    911,960,236Less -Deferred loan fees/costs
    
    
    (296,545
    )
    
    
    (203,888
    )
    
    
    (222,226
    )Reserve for possible loan losses
    
    
    (10,480,988
    )
    
    
    (7,145,153
    )
    
    
    (9,685,011
    )Net loans
    
    
    982,949,379
    
    
    
    683,955,464
    
    
    
    902,052,999Premises and equipment, net
    
    
    42,047,101
    
    
    
    32,859,932
    
    
    
    42,931,925Accrued interest receivable
    
    
    4,871,789
    
    
    
    4,398,248
    
    
    
    4,959,629Identifiable intangible assets, net of accumulated amortization
of $78,725, $62,437 and $74,653 at March 31, 2008 and 2007,
and December 31, 2007, respectively
    
    
    165,594
    
    
    
    181,882
    
    
    
    169,666Goodwill
    
    
    1,149,192
    
    
    
    1,149,192
    
    
    
    1,149,192Other real estate owned
    
    
    6,776,894
    
    
    
    3,268,867
    
    
    
    4,937,285Other assets
    
    
    4,580,448
    
    
    
    2,260,693
    
    
    
    3,016,068$
    1,234,296,826
    
    
    
    958,563,492
    
    
    
    1,136,152,422LIABILITIES AND STOCKHOLDERS EQUITYNon-interest-bearing deposits
    
    $
    51,570,641
    
    
    
    42,245,600
    
    
    
    53,441,589Interest-bearing deposits
    
    
    848,690,837
    
    
    
    731,448,224
    
    
    
    781,134,860Total deposits
    
    
    900,261,478
    
    
    
    773,693,824
    
    
    
    834,576,449Short-term borrowings
    
    
    66,436,511
    
    
    
    29,876,869
    
    
    
    88,324,915Notes payable to Federal Home Loan Bank
    
    
    119,000,000
    
    
    
    24,300,000
    
    
    
    68,000,000Accrued interest payable
    
    
    4,568,720
    
    
    
    3,820,029
    
    
    
    3,656,113Other liabilities
    
    
    2,647,546
    
    
    
    1,376,450
    
    
    
    1,703,972Total liabilities
    
    
    1,092,914,255
    
    
    
    833,067,172
    
    
    
    996,261,449Commitments and contingenciesStockholders equity:Preferred stock, no par value; 2,000,000 shares authorized
    
    
    
    
    
    
    
    
    
    
    Common stock, $0.25 par value; 40,000,000 shares authorized,
20,770,781, 19,667,711 and 20,682,075 shares issued and
outstanding at March 31, 2008 and 2007, and
December 31, 2007, respectively
    
    
    5,192,695
    
    
    
    4,916,928
    
    
    
    5,170,519Surplus
    
    
    124,142,315
    
    
    
    111,130,960
    
    
    
    123,329,517Retained earnings
    
    
    11,292,404
    
    
    
    9,562,762
    
    
    
    10,982,306Treasury stock, 102,509 shares at March 31, 2008
    
    
    (1,271,220
    )
    
    
    
    
    
    
    Accumulated other comprehensive income  net unrealized
holding gains (losses) on available-for-sale debt securities
    
    
    2,026,377
    
    
    
    (114,330
    )
    
    
    408,631Total stockholders equity
    
    
    141,382,571
    
    
    
    125,496,320
    
    
    
    139,890,973$
    1,234,296,826
    
    
    
    958,563,492
    
    
    
    1,136,152,422
  1




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##### Table of Contents



RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
 
   2008
    
    
    2007Interest income:Interest and fees on loans
    
    $
    16,018,368
    
    
    
    12,172,011Interest on debt and equity securities:Taxable
    
    
    1,574,638
    
    
    
    1,826,899Exempt from Federal income taxes
    
    
    397,474
    
    
    
    360,726Interest on short-term investments
    
    
    94,954
    
    
    
    203,270Total interest income
    
    
    18,085,434
    
    
    
    14,562,906Interest expense:Interest on deposits
    
    
    8,732,155
    
    
    
    7,893,781Interest on short-term borrowings
    
    
    579,273
    
    
    
    492,849Interest on notes payable to Federal Home Loan Bank
    
    
    884,877
    
    
    
    263,954Total interest expense
    
    
    10,196,305
    
    
    
    8,650,584Net interest income
    
    
    7,889,129
    
    
    
    5,912,322Provision for possible loan losses
    
    
    1,132,000
    
    
    
    390,000Net interest income after provision
for possible loan losses
    
    
    6,757,129
    
    
    
    5,522,322Noninterest income:Service charges on deposit accounts
    
    
    175,819
    
    
    
    110,231Net gains on sale of debt and equity securities
    
    
    194,015
    
    
    
    Other noninterest income
    
    
    311,824
    
    
    
    278,466Total noninterest income
    
    
    681,658
    
    
    
    388,697Noninterest expense:Salaries and employee benefits
    
    
    4,207,567
    
    
    
    2,988,712Occupancy and equipment expense
    
    
    1,067,116
    
    
    
    804,914Data processing
    
    
    442,279
    
    
    
    320,996Advertising
    
    
    210,870
    
    
    
    152,467Postage, printing and supplies
    
    
    116,302
    
    
    
    132,833Professional fees
    
    
    160,904
    
    
    
    109,143Amortization of intangible assets
    
    
    4,072
    
    
    
    4,072Other noninterest expenses
    
    
    870,479
    
    
    
    462,913Total noninterest expense
    
    
    7,079,589
    
    
    
    4,976,050Income before applicable income taxes
    
    
    359,198
    
    
    
    934,969Applicable income tax expense
    
    
    49,100
    
    
    
    239,566Net income
    
    $
    310,098
    
    
    
    695,403Per share amounts:Basic earnings per share
    
    $
    0.02
    
    
    
    0.04Basic weighted average shares outstanding
    
    
    20,668,304
    
    
    
    19,573,670Diluted earnings per share
    
    $
    0.01
    
    
    
    0.03Diluted weighted average shares outstanding
    
    
    21,220,572
    
    
    
    20,432,149
  2




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RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
 
   2008
    
    
    2007Net income
    
    $
    310,098
    
    
    
    695,403Other comprehensive income before tax:Unrealized holding gains on available-for-sale securities
    
    
    2,645,145
    
    
    
    290,236Less reclassification adjustment on available-for-sale security
gains included in net income
    
    
    (194,015
    )
    
    
    Other comprehensive income before tax
    
    
    2,451,130
    
    
    
    290,236Income tax related to items of other comprehensive income
    
    
    833,384
    
    
    
    98,680Other comprehensive income, net of tax
    
    
    1,617,746
    
    
    
    191,556Total comprehensive income
    
    $
    1,927,844
    
    
    
    886,959
  3




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##### Table of Contents



RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
 
   Accumulated
    
    
    Totalother
    
    
    stock-Common
    
    
    
    
    
    
    Retained
    
    
    Treasury
    
    
    comprehensive
    
    
    holdersstock
    
    
    Surplus
    
    
    earnings
    
    
    stock
    
    
    income
    
    
    equityBalance at December 31, 2006
    
    $
    4,892,812
    
    
    
    110,042,307
    
    
    
    8,867,359
    
    
    
    
    
    
    
    (305,886
    )
    
    
    123,496,592Net income
    
    
    
    
    
    
    
    
    
    
    695,403
    
    
    
    
    
    
    
    
    
    
    
    695,403Issuance of 54,400 shares
of common stock
    
    
    13,600
    
    
    
    666,368
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    679,968Stock options exercised 
38,000 shares
    
    
    9,500
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    259,500Treasury stock purchased 
28,000 shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (277,400
    )
    
    
    
    
    
    
    (277,400
    )Treasury stock sold 
28,000 shares
    
    
    
    
    
    
    72,600
    
    
    
    
    
    
    
    277,400
    
    
    
    
    
    
    
    350,000Issuance of 4,063 shares of
common stock in connection with
Employee Stock Purchase Plan
    
    
    1,016
    
    
    
    42,154
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,170Stock issuance costs
    
    
    
    
    
    
    (12,704
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,704
    )Stock option expense
    
    
    
    
    
    
    70,235
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,235Change in valuation of
available-for-sale securities,
net of related tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    191,556
    
    
    
    191,556Balance at March 31, 2007
    
    $
    4,916,928
    
    
    
    111,130,960
    
    
    
    9,562,762
    
    
    
    
    
    
    
    (114,330
    )
    
    
    125,496,320Balance at December 31, 2007
    
    $
    5,170,519
    
    
    
    123,329,517
    
    
    
    10,982,306
    
    
    
    
    
    
    
    408,631
    
    
    
    139,890,973Net income
    
    
    
    
    
    
    
    
    
    
    310,098
    
    
    
    
    
    
    
    
    
    
    
    310,098Stock options exercised 
88,704 shares
    
    
    22,176
    
    
    
    627,140
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    649,316Treasury stock purchased 
105,324 shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,305,000
    )
    
    
    
    
    
    
    (1,305,000
    )Issuance of 2,565 shares of
common stock as partial payment
for certain operating leases
    
    
    
    
    
    
    (5,771
    )
    
    
    
    
    
    
    30,780
    
    
    
    
    
    
    
    25,009250 shares of common stock
awarded to directors
    
    
    
    
    
    
    (30
    )
    
    
    
    
    
    
    3,000
    
    
    
    
    
    
    
    2,970Stock option expense
    
    
    
    
    
    
    145,387
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    145,387Amortization of restricted stock
    
    
    
    
    
    
    46,072
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,072Change in valuation of
available-for-sale securities,
net of related tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,617,746
    
    
    
    1,617,746Balance at March 31, 2008
    
    $
    5,192,695
    
    
    
    124,142,315
    
    
    
    11,292,404
    
    
    
    (1,271,220
    )
    
    
    2,026,377
    
    
    
    141,382,571
  4




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##### Table of Contents



RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
 
   2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    310,098
    
    
    
    695,403Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    310,761
    
    
    
    325,274Provision for possible loan losses
    
    
    1,132,000
    
    
    
    390,000Decrease in accrued interest receivable
    
    
    87,840
    
    
    
    14,082Increase in accrued interest payable
    
    
    912,607
    
    
    
    1,080,887Net gains on sale of debt and equity securities
    
    
    (194,015
    )
    
    
    Capitalized interest expense on construction
    
    
    (73,930
    )
    
    
    (102,725
    )Stock option compensation cost
    
    
    145,387
    
    
    
    70,235Common stock awarded to directors
    
    
    2,970
    
    
    
    Amortization of restricted stock expense
    
    
    46,072
    
    
    
    Mortgage loans originated for sale in the secondary market
    
    
    (7,337,316
    )
    
    
    Mortgage loans sold in secondary market
    
    
    5,755,575
    
    
    
    Other operating activities, net
    
    
    854,593
    
    
    
    421,107Net cash provided by operating activities
    
    
    1,952,642
    
    
    
    2,894,263Cash flows from investing activities:Purchase of available-for-sale debt and equity securities
    
    
    (63,210,015
    )
    
    
    (2,723,446
    )Proceeds from maturities and calls of available-for-sale debt securities
    
    
    34,793,678
    
    
    
    7,963,418Proceeds from sales of available-for-sale debt securities
    
    
    15,944,015
    
    
    
    1,375,500Net increase in loans
    
    
    (82,239,460
    )
    
    
    (26,471,434
    )Construction expenditures to finish other real estate owned
    
    
    (46,787
    )
    
    
    Purchase of premises and equipment
    
    
    (1,856,666
    )
    
    
    (2,163,652
    )Net cash used in investing activities
    
    
    (96,615,235
    )
    
    
    (22,019,614
    )Cash flows from financing activities:Net increase in deposits
    
    
    65,685,029
    
    
    
    95,096,819Net decrease in short-term borrowings
    
    
    (21,888,404
    )
    
    
    (40,585,652
    )Proceeds from notes payable to Federal Home Loan Bank
    
    
    51,000,000
    
    
    
    Issuance of common stock
    
    
    
    
    
    
    1,073,138Stock options exercised
    
    
    649,316
    
    
    
    259,500Purchase of treasury stock
    
    
    (1,305,000
    )
    
    
    (277,400
    )Payment of stock issuance costs
    
    
    
    
    
    
    (12,704
    )Net cash provided by financing activities
    
    
    94,140,941
    
    
    
    55,553,701Net increase (decrease) in cash and cash equivalents
    
    
    (521,652
    )
    
    
    36,428,350Cash and cash equivalents at beginning of period
    
    
    13,290,440
    
    
    
    8,474,181Cash and cash equivalents at end of period
    
    $
    12,768,788
    
    
    
    44,902,531Supplemental information:Cash paid for interest
    
    $
    9,357,627
    
    
    
    7,672,422Noncash transactions:Transfers to other real estate in settlement of loans
    
    
    1,792,822
    
    
    
    2,443,867Capitalized interest expense on construction
    
    
    73,930
    
    
    
    102,725Stock option compensation cost
    
    
    145,387
    
    
    
    70,235Common stock awarded to directors
    
    
    2,970
    
    
    
    Amortization of restricted stock expense
    
    
    46,072
    
    
    
    Stock issued for operating lease payments
    
    
    25,009
    
    
    
    
  5




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##### Table of Contents



RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
 
  NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      Principles of Consolidation
  Basis of Accounting
  6




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RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
  Cash Flow Information
  Stock Issuance Costs
  New Accounting Standards
 Accounting for Uncertainty in Income Taxes, Accounting for Income Taxes
 Fair Value Measurements The
Fair Value Option for Financial Assets and Financial Liabilities Effective Date of SFAS No. 157
  Investments in Available-For-Sale Debt Securities
 Obligations of U.S. Government agencies
and corporations
    
    $
    62,428,399Obligations of state and political subdivisions
    
    
    39,326,485Other debt securities
    
    
    6,837,470Mortgage-backed securities
    
    
    62,834,475$
    171,426,829
 Loans Accounting by Creditors for
Impairment of a Loan.
 7




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RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
   Earnings per Share
  Three-Months Ended March 31,2008
    
    
    2007BasicNet income
    
    $
    310,098
    
    
    
    695,403Weighted average common shares outstanding
    
    
    20,668,304
    
    
    
    19,573,670Basic earnings per share
    
    $
    0.02
    
    
    
    0.04DilutedNet income
    
    $
    310,098
    
    
    
    695,403Weighted average common shares outstanding
    
    
    20,668,304
    
    
    
    19,573,670Effect of dilutive stock options
    
    
    552,268
    
    
    
    858,479Diluted weighted average common shares outstanding
    
    
    21,220,572
    
    
    
    20,432,149Diluted earnings per share
    
    $
    0.01
    
    
    
    0.03
 NOTE 2  INTANGIBLE ASSETS
   NOTE 3  STOCK OPTIONS
 Accounting for Stock
Issued to Employees,
 8




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RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
  Share-based Payments Accounting for
Stock-Based Compensation
    Options Granted Under
    
    
    Options Granted to DirectorsIncentive Stock Option Plans
    
    
    Under Nonqualified PlansWeighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageOption Price
    
    
    Number
    
    
    Option Price
    
    
    Numberper Share
    
    
    of Shares
    
    
    per Share
    
    
    of SharesThree-Months Ended March 31, 2007:Balance at December 31, 2006
    
    $
    6.57
    
    
    
    1,648,200
    
    
    $
    6.63
    
    
    
    576,000Granted
    
    
    12.50
    
    
    
    101,000
    
    
    
    
    
    
    
    Forfeited
    
    
    12.50
    
    
    
    (2,000
    )
    
    
    
    
    
    
    Exercised
    
    
    6.72
    
    
    
    (30,000
    )
    
    
    7.25
    
    
    
    (8,000
    )Balance at March 31, 2007
    
    $
    6.91
    
    
    
    1,717,200
    
    
    $
    6.62
    
    
    
    568,000
 9




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RELIANCE BANCSHARES, INC. AND SUBSIDIARIES
  Options Granted Under
    
    
    Options Granted to DirectorsIncentive Stock Option Plans
    
    
    Under Nonqualified PlansWeighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageOption Price
    
    
    Number
    
    
    Option Price
    
    
    Numberper Share
    
    
    of Shares
    
    
    per Share
    
    
    of SharesThree-Months Ended March 31, 2008:Balance at December 31, 2007
    
    $
    7.31
    
    
    
    1,648,200
    
    
    $
    8.41
    
    
    
    701,000Granted
    
    
    14.12
    
    
    
    73,000
    
    
    
    15.26
    
    
    
    5,000Exercised
    
    
    7.32
    
    
    
    (88,704
    )
    
    
    
    
    
    
    Balance at March 31, 2008
    
    $
    7.61
    
    
    
    1,632,496
    
    
    $
    8.45
    
    
    
    706,000
  NOTE 4  DISCLOSURES ABOUT FINANCIAL INSTRUMENTS
   Financial instruments for which
contractual amounts represent:Commitments to extend credit
    
    $
    280,380,806Standby letters of credit
    
    
    14,316,955$
    294,697,761
   10




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##### Table of Contents



Part I  Item 2  Managements Discussion and Analysis of Financial Condition and Results of
Operations
   Forward-Looking Statements
  Overview
    11




---



##### Table of Contents



12




---



##### Table of Contents



As of and for theQuarters Ended March 31,2008
    
    2007Percentage of net income to:Average total assets
    
    
    0.11
    %
    
    
    0.30
    %Average stockholders equity
    
    
    0.89
    %
    
    
    2.28
    %Percentage of common dividends declared to net income per common share
    
    
    
    
    
    
    Percentage of average stockholders equity to average total assets
    
    
    11.86
    %
    
    
    13.38
    %
 Critical Accounting Policies
  13




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##### Table of Contents



Results of Operations for the Three-Month Periods Ended March 31, 2008 and 2007
        14




---



##### Table of Contents



Three Months EndedMarch 31,2008
    
    2007Average deposits:Noninterest-bearing
    
    
    4.91
    %
    
    
    4.84
    %Interest-bearing:Transaction accounts
    
    
    16.27
    
    
    
    15.90Savings
    
    
    4.82
    
    
    
    8.67Time deposits of $100,000 or more
    
    
    28.98
    
    
    
    28.30Other time deposits
    
    
    30.20
    
    
    
    33.70Total average interest-bearing deposits
    
    
    80.27
    
    
    
    86.57Total average deposits
    
    
    85.18
    
    
    
    91.41
 15




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##### Table of Contents



Three Months EndedMarch 31,2008
    
    2007Average short-term borrowings:Sweep repurchase agreements
    
    
    3.92
    
    
    
    4.24Daily/overnight funds purchased
    
    
    2.87
    
    
    
    1.30Total average short-term borrowings
    
    
    6.79
    
    
    
    5.54Average longer-term advances from Federal Home Loan Bank
    
    
    8.03
    
    
    
    3.05100.00
    %
    
    
    100.00
    %
   Amount of Increase (Decrease)Change From 2008 to 2007 Due toYield/Volume (1)
    
    
    Rate (2)
    
    
    TotalInterest income:Loans
    
    $
    4,779,290
    
    
    
    (915,145
    )
    
    
    3,864,145Investment securities:Taxable
    
    
    (336,832
    )
    
    
    84,571
    
    
    
    (252,261
    )Exempt from Federal income taxes
    
    
    49,168
    
    
    
    (10,018
    )
    
    
    39,150Short-term investments
    
    
    (111,921
    )
    
    
    3,605
    
    
    
    (108,316
    )Total interest income
    
    
    4,379,705
    
    
    
    (836,987
    )
    
    
    3,542,718Interest expense:Interest bearing transaction accounts
    
    
    413,873
    
    
    
    (641,608
    )
    
    
    (227,735
    )Savings accounts
    
    
    (121,801
    )
    
    
    (171,879
    )
    
    
    (293,680
    )Time deposits of $100,000 or more
    
    
    913,095
    
    
    
    (222,731
    )
    
    
    690,364Other time deposits
    
    
    555,122
    
    
    
    114,303
    
    
    
    669,425Total deposits
    
    
    1,760,289
    
    
    
    (921,915
    )
    
    
    838,374Funds purchased and securities sold
under repurchase agreements
    
    
    245,141
    
    
    
    (158,717
    )
    
    
    86,424Long-term borrowings
    
    
    629,623
    
    
    
    (8,700
    )
    
    
    620,923Total interest expense
    
    
    2,635,053
    
    
    
    (1,089,332
    )
    
    
    1,545,721Net interest income
    
    $
    1,744,652
    
    
    
    252,345
    
    
    
    1,996,997
 
 (1)
    
    Change in volume multiplied by yield/rate of prior year.(2)
    
    Change in yield/rate multiplied by volume of prior year. 16




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##### Table of Contents



NOTE:
    
    The change in interest due to both rate and volume has been allocated to volume and rate
changes in proportion to the relationship of the absolute dollar amounts of the change in
each.
        17




---



##### Table of Contents



Financial Condition
   18




---



##### Table of Contents



19




---



##### Table of Contents



Quarter Ended March 31, 2008Percent
    
    
    Interest
    
    
    AverageAverage
    
    
    of Total
    
    
    Income/
    
    
    Yield/Balance
    
    
    Assets
    
    
    Expense
    
    
    RateASSETSLoans (1) (2) (3)
    
    $
    953,365,819
    
    
    
    80.40
    %
    
    $
    16,042,640
    
    
    
    6.77
    %Investment securities:Taxable
    
    
    126,574,042
    
    
    
    10.67
    
    
    
    1,574,638
    
    
    
    5.00Exempt from Federal income taxes (3)
    
    
    38,749,021
    
    
    
    3.27
    
    
    
    538,432
    
    
    
    5.59Short-term investments
    
    
    7,354,606
    
    
    
    0.62
    
    
    
    94,954
    
    
    
    5.19Total earning assets
    
    
    1,126,043,488
    
    
    
    94.96
    
    
    
    18,250,664
    
    
    
    6.52Nonearning assets:Cash and due from banks
    
    
    10,376,551
    
    
    
    0.88Reserve for possible loan losses
    
    
    (9,884,344
    )
    
    
    (0.83
    )Premises and equipment
    
    
    43,595,985
    
    
    
    3.68Other assets
    
    
    14,160,342
    
    
    
    1.19Available-for-sale investment market valuation
    
    
    1,479,028
    
    
    
    0.12Total nonearning assets
    
    
    59,727,562
    
    
    
    5.04Total assets
    
    $
    1,185,771,050
    
    
    
    100.00
    %LIABILITIESInterest-bearing liabilitiesInterest-bearing transaction accounts
    
    $
    168,914,007
    
    
    
    14.25
    %
    
    
    1,241,887
    
    
    
    2.96
    %Savings
    
    
    50,040,485
    
    
    
    4.22
    
    
    
    236,354
    
    
    
    1.90Time deposits of $100,000 or more
    
    
    300,936,160
    
    
    
    25.38
    
    
    
    3,528,250
    
    
    
    4.72Other time deposits
    
    
    313,665,603
    
    
    
    26.45
    
    
    
    3,725,664
    
    
    
    4.78Total interest-bearing deposits
    
    
    833,556,255
    
    
    
    70.30
    
    
    
    8,732,155
    
    
    
    4.21Long-term borrowings
    
    
    83,408,602
    
    
    
    7.03
    
    
    
    884,877
    
    
    
    4.27Funds purchased and securities sold under
repurchase agreements
    
    
    70,547,410
    
    
    
    5.95
    
    
    
    579,273
    
    
    
    3.30Total interest-bearing liabilities
    
    
    987,512,267
    
    
    
    83.28
    
    
    
    10,196,305
    
    
    
    4.15Noninterest-bearing deposits
    
    
    50,994,115
    
    
    
    4.30Other liabilities
    
    
    6,641,518
    
    
    
    0.56Total liabilities
    
    
    1,045,147,900
    
    
    
    88.14STOCKHOLDERS EQUITY
    
    
    140,623,150
    
    
    
    11.86Total liabilities and stockholders equity
    
    $
    1,185,771,050
    
    
    
    100.00
    %Net interest income
    
    
    
    
    
    
    
    
    
    $
    8,054,359Net yield on earning assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.88
    %
  20




---



##### Table of Contents



Quarter Ended March 31, 2007Percent
    
    
    Interest
    
    
    AverageAverage
    
    
    of Total
    
    
    Income/
    
    
    Yield/Balance
    
    
    Assets
    
    
    Expense
    
    
    RateASSETSLoans (1) (2) (3)
    
    $
    677,195,325
    
    
    
    73.17
    %
    
    $
    12,178,495
    
    
    
    7.29
    %Investment securities:Taxable
    
    
    154,868,539
    
    
    
    16.73
    
    
    
    1,826,899
    
    
    
    4.78Exempt from Federal income taxes (3)
    
    
    35,460,308
    
    
    
    3.83
    
    
    
    499,282
    
    
    
    5.71Short-term investments
    
    
    16,156,665
    
    
    
    1.75
    
    
    
    203,270
    
    
    
    5.10Total earning assets
    
    
    883,680,837
    
    
    
    95.48
    
    
    
    14,707,946
    
    
    
    6.75Nonearning assets:Cash and due from banks
    
    
    8,399,854
    
    
    
    0.91Reserve for possible loan losses
    
    
    (7,190,208
    )
    
    
    (0.78
    )Premises and equipment
    
    
    31,640,138
    
    
    
    3.42Other assets
    
    
    9,712,771
    
    
    
    1.05Available-for-sale investment market valuation
    
    
    (729,069
    )
    
    
    (0.08
    )Total nonearning assets
    
    
    41,833,486
    
    
    
    4.52Total assets
    
    $
    925,514,323
    
    
    
    100.00
    %LIABILITIESInterest-bearing liabilitiesInterest-bearing transaction accounts
    
    $
    126,601,297
    
    
    
    13.68
    %
    
    
    1,469,622
    
    
    
    4.71
    %Savings
    
    
    69,088,964
    
    
    
    7.46
    
    
    
    530,034
    
    
    
    3.11Time deposits of $100,000 or more
    
    
    225,501,648
    
    
    
    24.37
    
    
    
    2,837,886
    
    
    
    5.10Other time deposits
    
    
    268,504,752
    
    
    
    29.01
    
    
    
    3,056,239
    
    
    
    4.62Total interest-bearing deposits
    
    
    689,696,661
    
    
    
    74.52
    
    
    
    7,893,781
    
    
    
    4.64Long-term borrowings
    
    
    24,300,000
    
    
    
    2.63
    
    
    
    263,954
    
    
    
    4.41Funds purchased and securities sold under
repurchase agreements
    
    
    44,145,349
    
    
    
    4.77
    
    
    
    492,849
    
    
    
    4.53Total interest-bearing liabilities
    
    
    758,142,010
    
    
    
    81.92
    
    
    
    8,650,584
    
    
    
    4.63Noninterest-bearing deposits
    
    
    38,569,037
    
    
    
    4.17Other liabilities
    
    
    5,005,360
    
    
    
    0.53Total liabilities
    
    
    801,716,407
    
    
    
    86.62STOCKHOLDERS EQUITY
    
    
    123,797,916
    
    
    
    13.38Total liabilities and stockholders equity
    
    $
    925,514,323
    
    
    
    100.00
    %Net interest income
    
    
    
    
    
    
    
    
    
    $
    6,057,362Net yield on earning assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.78
    %
 
 (1)
    
    Interest includes loan fees, recorded as discussed in Note 1 to our consolidated financial
statements for the year ended December 31, 2007, included in our Form 10-K, which was filed
March 28, 2008.(2)
    
    Average balances include nonaccrual loans. The income on such loans is included in interest,
but is recognized only upon receipt.(3)
    
    Interest yields are presented on a tax-equivalent basis. Nontaxable income has been adjusted
upward by the amount of Federal income tax that would have been paid if the income had been
taxed at a rate of 34%, adjusted downward by the disallowance of the interest cost to carry
nontaxable loans and securities. 21




---



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Risk Management
         22




---



##### Table of Contents




    
    Loans totaling approximately $5.6 million to entities controlled by a Florida real estate
investor that were in default and for which foreclosure proceedings have commenced. These
loans are secured by commercial real estate properties in southwestern Florida for which the
values have declined. The Company has allocated $291,000 of the reserve for possible loan
losses for these loans, based on current appraisals of the properties.
    
    Three loans to a Florida-based home builder totaling approximately $781,000, originally to
fund the construction of three homes for re-sale. These loans are in process of foreclosure;
however, during the quarter ended March 31, 2008, the Company received a pay down of $555,000
on two of the homes, reducing the outstanding balance to $226,000 for the one remaining home
in foreclosure. The Company has allocated $76,000 of the reserve for possible loan losses for
this loan, based on current appraisal of this property.
    
    Two loans aggregating $1.7 million were declared in default and were placed on nonaccrual
during the first quarter of 2008. These loans are collateralized by residential lots in
southwest Florida. The Company has allocated $75,000 of the reserve for possible loan losses
for these loans, based on current appraisals of the properties.
    
    Two loans totaling approximately $2.0 million were placed on nonaccrual during the first
quarter of 2008. These loans are collateralized by a restaurant located in southwest Florida.
Based on the Companys review of the collateral, no additional reserves for possible loan
losses were allocated for these loans.
    
    During the quarter ended March 31, 2008, the Company accepted a deed in lieu of foreclosure
from a southwestern Florida home builder to settle loans outstanding. As part of this
transaction, $667,000 was transferred to other real estate owned and a charge-off to the
reserve for loan losses was taken in the amount of $211,000. Property transferred to other
real estate owned included three single family residences and eight residential lots, all
located in southwestern Florida.
    
    Approximately $1.7 million of loans categorized as restructured debt were carried as
nonperforming loans during the first quarter of 2008. These loans are collateralized by three
single family residences located in southwestern Florida. The Company has allocated $161,000
of the reserve for possible loan losses for these loans, based on current appraisals of the
properties.
 23




---



##### Table of Contents




    
    A loan totaling $6.4 million representing a participation purchased is in the process of
foreclosure. The loan is collateralized by a construction condominium development in
southwestern Florida. The Company has allocated $477,000 of the reserve for possible loan
losses for this loan relationship, based on an internal review of the costs and status of the
development.
       
    
    Delinquency of a scheduled loan payment;
    
    Deterioration in the borrowers financial condition identified in a review of periodic
financial statements;
    
    Decrease in the value of collateral securing the loan; or
    
    Change in the economic environment in which the borrower operates.
 24




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25




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##### Table of Contents



Three-Month PeriodsEnded March 31,(in thousands of dollars)
    
    2008
    
    
    2007Average loans outstanding
    
    $
    953,366
    
    
    $
    677,195Reserve at beginning of year
    
    $
    9,685
    
    
    $
    7,101Provision for possible loan losses
    
    
    1,132
    
    
    
    39010,817
    
    
    
    7,491Charge-offs:Commercial loans:Real estate
    
    
    (63
    )
    
    
    (317
    )Other
    
    
    (30
    )
    
    
    (3
    )Real estate:Construction
    
    
    (212
    )
    
    
    Residential
    
    
    (12
    )
    
    
    (24
    )Consumer
    
    
    (32
    )
    
    
    (5
    )Overdrafts
    
    
    
    
    
    
    Total charge-offs
    
    
    (349
    )
    
    
    (349
    )Recoveries:Commercial loans:Real estate
    
    
    
    
    
    
    Other
    
    
    9
    
    
    
    2Real estate:Construction
    
    
    
    
    
    
    Residential
    
    
    4
    
    
    
    Consumer
    
    
    
    
    
    
    1Overdrafts
    
    
    
    
    
    
    Total recoveries
    
    
    13
    
    
    
    3Reserve at end of period
    
    $
    10,481
    
    
    $
    7,145Net charge-offs to average loans
    
    
    0.04
    %
    
    
    0.05
    %Ending reserve to net outstanding loans at end of period
    
    
    1.06
    %
    
    
    1.03
    %
   
    
    Specific allocations based upon probable losses identified during a quarterly review of the
loan portfolio;
    
    Allocations based principally on the Companys risk rating formulas; and
    
    An unallocated allowance based on subjective factors.
  26




---



##### Table of Contents




    
    General economic and business conditions affecting our key lending areas;
    
    Credit quality trends (including trends in nonperforming loans expected to result from
existing conditions);
    
    Collateral values;
    
    Loan volumes and concentrations;
    
    Competitive factors resulting in shifts in underwriting criteria;
    
    Specific industry conditions within portfolio segments;
    
    Recent loss experience in particular segments of the portfolio;
    
    Bank regulatory examination results; and
    
    Findings of our internal loan review department.
    27




---



##### Table of Contents




    
    There is a level of imprecision necessarily inherent in the estimates of expected loan
losses, and the unallocated reserve gives reasonable assurance that this level of imprecision
in our formula methodologies is adequately provided for.
    
    Pressures to maintain and grow the loan portfolio with increasing competition from de novo
institutions and larger competitors have to some degree affected credit granting criteria
adversely. The Company monitors the disposition of all credits, which have been approved
through its Executive Loan Committee in order to better understand competitive shifts in
underwriting criteria.
   28




---



##### Table of Contents



Liquidity and Capital Resources
      To Be a WellCapitalized Bank UnderFor Capital
    
    Prompt CorrectiveActual
    
    Adequacy Purposes
    
    Action Provision(in thousands of dollars)
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioTotal capital (to risk-weighted assets)Consolidated
    
    $
    148,523
    
    
    
    13.26
    %
    
    $
    89,578
    
    
    
    38.0
    %
    
    $
    N/A
    
    
    
    N/AReliance Bank
    
    
    115,298
    
    
    
    11.24
    %
    
    
    82,061
    
    
    
    38.0
    %
    
    
    102,576
    
    
    
    310.0
    %Reliance Bank, FSB
    
    
    24,661
    
    
    
    28.26
    %
    
    
    6,982
    
    
    
    38.0
    %
    
    
    8,727
    
    
    
    310.0
    %Tier 1 capital (to risk-weighted assets)Consolidated
    
    $
    138,042
    
    
    
    12.33
    %
    
    $
    44,789
    
    
    
    34.0
    %
    
    $
    N/A
    
    
    
    N/AReliance Bank
    
    
    106,115
    
    
    
    10.35
    %
    
    
    41,030
    
    
    
    34.0
    %
    
    
    61,545
    
    
    
    36.0
    %Reliance Bank, FSB
    
    
    24,023
    
    
    
    27.53
    %
    
    
    3,491
    
    
    
    34.0
    %
    
    
    5,236
    
    
    
    36.0
    %
 29




---



##### Table of Contents



To Be a WellCapitalized Bank UnderFor Capital
    
    Prompt CorrectiveActual
    
    Adequacy Purposes
    
    Action Provision(in thousands of dollars)
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioTier 1 capital (to average assets)Consolidated
    
    $
    138,042
    
    
    
    11.66
    %
    
    $
    47,361
    
    
    
    34.0
    %
    
    $
    N/A
    
    
    
    N/AReliance Bank
    
    
    106,115
    
    
    
    9.64
    %
    
    
    44,011
    
    
    
    34.0
    %
    
    
    55,014
    
    
    
    35.0
    %Reliance Bank, FSB
    
    
    24,023
    
    
    
    26.93
    %
    
    
    3,569
    
    
    
    34.0
    %
    
    
    4,461
    
    
    
    35.0
    %
  Total
    
    Tier 1
    
    Tier 2Risk-Based
    
    Risk-Based
    
    LeverageRatio
    
    Ratio
    
    RatioWell capitalized
    
    
    10
    %
    
    
    6
    %
    
    
    5
    %Adequately capitalized
    
    
    8
    
    
    
    4
    
    
    
    4Undercapitalized
    
    
    <8
    
    
    
    <4
    
    
    
    <4Significantly undercapitalized
    
    
    <6
    
    
    
    <3
    
    
    
    <3Critically undercapitalized
    
    
    
    *

    
        
    *

    
    
    
    *
 
 *
    
    A critically undercapitalized institution is defined as having a tangible equity to total
assets ratio of 2% or less.  Contractual Obligations, Off-Balance Sheet Risk, and Contingent Liabilities
   Over 1 YearTotal Cash
    
    Less Than 1
    
    Less Than 5
    
    Over 5Commitment
    
    Year
    
    Years
    
    YearsOperating leases
    
    $
    7,042,144
    
    
    $
    461,868
    
    
    $
    2,369,368
    
    
    $
    4,210,908Time deposits
    
    
    635,018,166
    
    
    
    533,248,614
    
    
    
    69,458,986
    
    
    
    32,310,566Federal Home Loan Bank
borrowings
    
    
    119,000,000
    
    
    
    17,000,000
    
    
    
    67,000,000
    
    
    
    35,000,000Commitments to extend credit
    
    
    280,380,806
    
    
    
    77,919,021
    
    
    
    149,911,761
    
    
    
    52,550,024Standby letters of credit
    
    
    14,316,955
    
    
    
    5,877,725
    
    
    
    8,139,230
    
    
    
    300,000
 30




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##### Table of Contents



Accounting Pronouncements
  
    
    In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes,an Interpretation of Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes(FIN 48). FIN 48 clarifies the accounting for uncertainty in
income taxes in financial statements and prescribes a recognition threshold and measurement
attribute for financial statement recognition and measurement of a tax position taken or
expected to be taken. FIN 48 also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. FIN 48
became effective and was implemented in 2007 by the Company; however, Company management
believes that the Company maintains no uncertain tax positions for tax reporting purposes and
accordingly, no FIN 48 liability is required to be recorded.
    
    In September 2006, the FASB issued FAS No. 157, Fair Value Measurements(FAS No. 157). FAS
No. 157 defines fair value, establishes a framework for measuring fair value in generally
accepted accounting standards, and expands disclosures about fair value measurements. FAS No.
157 is effective for financial statements issued for fiscal years beginning after November 15,
2007. Effective January 1, 2008, the Company adopted FAS No. 157. In accordance with the
FASB Staff Position 157-2, Effective Date of SFAS No. 157, the Company has not applied the
provisions of FAS No. 157 to nonfinancial assets and nonfinancial liabilities such as other
real estate owned and goodwill. The Company uses fair value measurements to determine fair
value disclosures. The following is a description of valuation methodologies used for assets
recorded at fair value:
 Investments in Available-For-Sale Debt Securities
 Obligations of U.S. Government agencies
and corporations
    
    $
    62,428,399Obligations of state and political subdivisions
    
    
    39,326,485Other debt securities
    
    
    6,837,470Mortgage-backed securities
    
    
    62,834,475$
    171,426,829
 Loans Accounting by Creditors for
Impairment of a Loan.
 31




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##### Table of Contents



Part I  Item 3  Quantitative and Qualitative Disclosures About Market Risk
   Remaining Maturity if Fixed Rate;Earliest Possible Repricing Interval if Floating Rate3
    
    
    Over 3
    
    
    Over 1months
    
    
    months
    
    
    yearor
    
    
    through
    
    
    through
    
    
    Overless
    
    
    12 months
    
    
    5 years
    
    
    5 years
    
    
    TotalInterest-earning assetsLoans
    
    $
    270,767,636
    
    
    $
    142,843,398
    
    
    $
    519,428,671
    
    
    $
    60,687,207
    
    
    $
    993,726,912Investment securities, at amortized cost
    
    
    18,587,533
    
    
    
    24,287,606
    
    
    
    106,457,044
    
    
    
    26,642,034
    
    
    
    175,974,217Other interest-earning assets
    
    
    459,586
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    459,586Total interest-earning assets
    
    $
    289,814,755
    
    
    $
    167,131,004
    
    
    $
    625,885,715
    
    
    $
    87,329,241
    
    
    $
    1,170,160,715Interest bearing-liabilitiesSavings and interest bearing transaction accounts
    
    $
    213,630,390
    
    
    $
    10,979
    
    
    $
    
    
    
    $
    31,302
    
    
    $
    213,672,671Time certificates of deposit of $100,00 or more
    
    
    124,721,372
    
    
    
    170,292,715
    
    
    
    22,437,820
    
    
    
    
    
    
    
    317,451,907All other time deposits
    
    
    103,237,274
    
    
    
    134,997,253
    
    
    
    47,021,166
    
    
    
    32,310,566
    
    
    
    317,566,259Nondeposit interest-bearing liabilities
    
    
    49,121,359
    
    
    
    34,315,152
    
    
    
    67,000,000
    
    
    
    35,000,000
    
    
    
    185,436,511Total interest-bearing liabilities
    
    $
    490,710,395
    
    
    $
    339,616,099
    
    
    $
    136,458,986
    
    
    $
    67,341,868
    
    
    $
    1,034,127,348Gap by period
    
    $
    (200,895,640
    )
    
    $
    (172,485,095
    )
    
    $
    489,426,729
    
    
    $
    19,987,373
    
    
    $
    136,033,367Cumulative gap
    
    $
    (200,895,640
    )
    
    $
    (373,380,735
    )
    
    $
    116,045,994
    
    
    $
    136,033,367
    
    
    $
    136,033,367Ratio of interest-sensitive assets to interest-
sensitive liabilities
    
    
    0.59
    x
    
    
    0.49
    x
    
    
    4.59
    x
    
    
    1.30
    x
    
    
    1.13
    xCumulative ratio of interest-sensitive assets
to
interest-sensitive liabilities
    
    
    0.59
    x
    
    
    0.55
    x
    
    
    1.12
    x
    
    
    1.13
    x
    
    
    1.13
    x
  32




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##### Table of Contents



Part I  Item 4T  Controls and Procedures
     
 PART II
 
 Part II  Item 1  Legal Proceedings
  
 Part II  Item 1A  Risk Factors
  
 Part II  Item 2  Unregistered Sales of Equity Securities and Use of Proceeds
  33




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##### Table of Contents



Number of SharesDate
    
    Issued Upon Exercise
    
    Exercise Price
    
    ProceedsJanuary 18, 2008
    
    
    10,000
    
    
    $
    5.375
    
    
    $
    53,750January 30, 2008
    
    
    10,000
    
    
    $
    5.375
    
    
    $
    53,750January 30, 2008
    
    
    20,000
    
    
    $
    6.188
    
    
    $
    123,760January 30, 2008
    
    
    20,000
    
    
    $
    8.50
    
    
    $
    170,000January 30, 2008
    
    
    15,000
    
    
    $
    9.50
    
    
    $
    142,500February 29, 2008
    
    
    1,000
    
    
    $
    12.50
    
    
    $
    12,500February 29, 2008
    
    
    5,000
    
    
    $
    8.50
    
    
    $
    42,500February 29, 2008
    
    
    7,704
    
    
    $
    6.5625
    
    
    $
    50,556
  Number of
    
    ExerciseDate
    
    Options
    
    Price
    
    Date Exercisable
    
    Expiration DateJanuary 15, 2008
    
    60,000 Incentive
    
    $15.00
    
    January 15, 2009-19,975;
    
    November 16, 2015Stock Options
    
    
    
    January 15, 2010-19,975;January 15, 2011-20,050January 15, 2008
    
    4,500 Non-Qualified
    
    $15.75
    
    January 15, 2009-2,250;
    
    November 16, 2015Stock Options
    
    
    
    January 15, 2010-2,250March 18, 2008
    
    500 Non-Qualified
    
    $10.75
    
    March 18, 2009-250;
    
    November 16, 2015Stock Options
    
    
    
    March 18, 2010-250March 18, 2008
    
    15,500 Incentive
    
    $10.00
    
    March 18, 2009-4,331;
    
    November 16, 2015Stock Options
    
    
    
    March 18, 2010-4,331;March 18, 2011-6,838
 34




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##### Table of Contents



MaximumNumber ofTotal Number of
    
    Shares that MayShares
    
    Yet bePurchased as
    
    Purchased underPart of Publicly
    
    PubliclyTotal Number of
    
    
    
    
    
    Announced
    
    AnnouncedShares
    
    Average Price
    
    Plans or
    
    Plans orPeriod
    
    Purchased
    
    Paid per Share
    
    Programs
    
    ProgramsJanuary 1, 2008
through January 31,
2008
    
    
    91,620
    
    
    $
    12.00
    
    
    
    0
    
    
    
    0February 1, 2008
through February
29, 2008
    
    
    13,704
    
    
    $
    15.00
    
    
    
    0
    
    
    
    0March 1, 2008
through March 31,
2008
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    0
 
 Part II  Item 3  Defaults Upon Senior Securities
  
 Part II  Item 4  Submission of Matters to Vote of Security Holders
  
 Part II  Item 5  Other Information
  
 Part II  Item 6  Exhibits
 35




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##### Table of Contents



ExhibitNumber
    
    Description31.1
    
    Chief Executive Officers Certification pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Chief Financial Officers Certification pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    Chief Executive Officer Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Chief Financial Officer Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 SIGNATURES
  RELIANCE BANCSHARES, INC.By:
    /s/ Jerry S. Von RohrJerry S. Von RohrChief Executive Officer By:
    /s/ Dale E. OberkfellDale E. OberkfellChief Financial Officer  36