UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


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





For
      the Quarterly Period Ended September 30,
2009





 ̈
            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 000-53655





TOUCHMARK
BANCSHARES, INC.


(Exact
name of registrant as specified in its charter)


Georgia
              
              20-8746061(State or other jurisdiction
              
              (I.R.S. Employerof incorporation)
              
              Identification No.)





3651Old
Milton Parkway


Alpharetta, Georgia
30005


(Address
of principal executive offices)





(770)
407-6700


(Registrant’s
telephone number)





______________________________





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


x
YES     ̈ NO





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).   ̈ YES   ̈  NO





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





Large accelerated filer
             ̈
            Accelerated filer   ̈Non-accelerated filer
             ̈  (Do not check if a smaller reporting company)
            Smaller reporting company  x





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





Indicate
the number of shares outstanding of each of the registrant’s classes of common
equity, as of the latest practicable date: 3,465,391 shares of common stock, par
value $.01 per share, outstanding as of November 13, 2009.











INDEX





Page No.PART I - FINANCIAL
    INFORMATIONItem
      1.
                                      Financial
      StatementsCondensed
      Consolidated Balance Sheets – September 30, 2009 (unaudited) and December
      31, 2008
                                      2Condensed
      Consolidated Statements of Operations (unaudited) – Three and nine months
      ended September 30, 2009 and 2008
                                      3Consolidated
      Statement of Cash Flows (unaudited) - Nine months ended September 30, 2009
      and 2008
                                      4Notes
      to Consolidated Condensed Financial Statements
                                      5Item
      2.
                                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                                      16Item
      3.
                                      Quantitative
      and Qualitative Disclosures About Market Risk
                                      27Item
      4.
                                      Controls
      and Procedures
                                      27PART II - OTHER INFORMATIONItem
      6.
                                      Exhibits
                                      27










PART
I – FINANCIAL INFORMATION


Item
1.  Financial Statements





Condensed
Consolidated Balance Sheets


September
30, 2009 and December 31, 2008


(Unaudited)





September 30,
                        
                        
                        December 31,2009
                        
                        
                        2008ASSETSCash
      and due from banks
                        
                        $
                        1,455,873
                        
                        
                        $
                        1,029,163Federal
      funds sold
                        
                        
                        1,171,000
                        
                        
                        
                        1,297,000Interest-bearing
      accounts with other banks
                        
                        
                        4,896,350
                        
                        
                        
                        4,073,041Investment
      securities:Securities
      available for sale
                        
                        
                        45,582,913
                        
                        
                        
                        24,978,686Securities
      held to maturity, fair value approximates $0 and $2,485,537,
      respectively
                        
                        
                        -
                        
                        
                        
                        2,472,490Restricted
      stock
                        
                        
                        1,366,850
                        
                        
                        
                        1,329,550Loans,
      less allowance for loan losses of $1,476,359, and $401,890,
      respectively
                        
                        
                        53,266,460
                        
                        
                        
                        31,553,475Accrued
      interest receivable
                        
                        
                        447,871
                        
                        
                        
                        430,972Premises
      and equipment
                        
                        
                        3,088,334
                        
                        
                        
                        3,873,011Land
      held for sale
                        
                        
                        2,409,023
                        
                        
                        
                        -Other
      assets
                        
                        
                        615,422
                        
                        
                        
                        165,162Total
      assets
                        
                        $
                        114,300,096
                        
                        
                        $
                        71,202,550LIABILITIES AND SHAREHOLDERS'
      EQUITYLiabilities:Deposits:Non-interest
      bearing demand
                        
                        $
                        4,274,475
                        
                        
                        $
                        1,792,137Interest-bearing
                        
                        
                        63,468,458
                        
                        
                        
                        25,984,513Total
      deposits
                        
                        
                        67,742,933
                        
                        
                        
                        27,776,650Accrued
      interest payable
                        
                        
                        57,020
                        
                        
                        
                        28,998Federal
      Home Loan Bank advances
                        
                        
                        11,400,000
                        
                        
                        
                        11,400,000Other
      Borrowings
                        
                        
                        5,000,000
                        
                        
                        
                        -Other
      liabilities
                        
                        
                        585,199
                        
                        
                        
                        513,033Total
      liabilities
                        
                        
                        84,785,152
                        
                        
                        
                        39,718,681Shareholders'
      EquityPreferred
      stock, no par value, 10,000,000 sharesauthorized,
      none issued
                        
                        
                        -
                        
                        
                        
                        -Common
      stock, $.01 par value, 50,000,000shares
      authorized, 3,465,391 and 3,470,391issued
      and outstanding, respectively
                        
                        
                        34,654
                        
                        
                        
                        34,704Paid
      in capital
                        
                        
                        35,766,604
                        
                        
                        
                        35,683,412Accumulated
      deficit
                        
                        
                        (6,918,323
                        )
                        
                        
                        (4,551,428
                        )Accumulated
      other comprehensive income
                        
                        
                        632,009
                        
                        
                        
                        317,181Total
      shareholders' equity
                        
                        
                        29,514,944
                        
                        
                        
                        31,483,869Total
      liabilities and shareholders' equity
                        
                        $
                        114,300,096
                        
                        
                        $
                        71,202,550








2





TOUCHMARK
BANCSHARES, INC.


AND
SUBSIDIARY





Condensed
Consolidated Statements of Operations and Comprehensive Loss


Three
and Nine Months Ended September 30, 2009 and 2008


(Unaudited)





Three
                  
                  
                  Three
                  
                  
                  Nine
                  
                  
                  NineMonths
                  
                  
                  Months
                  
                  
                  Months
                  
                  
                  MonthsEnded
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  EndedSeptember 30,
                  
                  
                  September 30,
                  
                  
                  September 30,
                  
                  
                  September 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Interest
      income:Loans,
      including fees
                  
                  $
                  631,846
                  
                  
                  $
                  223,309
                  
                  
                  $
                  1,755,787
                  
                  
                  $
                  301,365Investment
      income
                  
                  
                  489,013
                  
                  
                  
                  347,075
                  
                  
                  
                  1,341,103
                  
                  
                  
                  965,099Federal
      funds sold
                  
                  
                  454
                  
                  
                  
                  10,267
                  
                  
                  
                  1,477
                  
                  
                  
                  122,940Total
      interest income
                  
                  
                  1,121,313
                  
                  
                  
                  580,651
                  
                  
                  
                  3,098,367
                  
                  
                  
                  1,389,404Interest
      expense:Deposits
                  
                  
                  358,763
                  
                  
                  
                  67,736
                  
                  
                  
                  973,475
                  
                  
                  
                  86,282Federal
      Home Loan Bank advances
                  
                  
                  70,014
                  
                  
                  
                  49,411
                  
                  
                  
                  209,815
                  
                  
                  
                  74,340Other
      borrowings
                  
                  
                  2,567
                  
                  
                  
                  -
                  
                  
                  
                  3,059
                  
                  
                  
                  -Total
      interest expense
                  
                  
                  431,344
                  
                  
                  
                  117,147
                  
                  
                  
                  1,186,349
                  
                  
                  
                  160,622Net
      interest income
                  
                  
                  689,969
                  
                  
                  
                  463,504
                  
                  
                  
                  1,912,018
                  
                  
                  
                  1,228,782Provision
      for loan losses
                  
                  
                  819,160
                  
                  
                  
                  171,680
                  
                  
                  
                  1,522,610
                  
                  
                  
                  296,980Net
      interest income (loss) after provision for loan losses
                  
                  
                  (129,191
                  )
                  
                  
                  291,824
                  
                  
                  
                  389,408
                  
                  
                  
                  931,802Noninterest
      income:Service
      charges on deposit accounts and other fees
                  
                  
                  30,002
                  
                  
                  
                  11,892
                  
                  
                  
                  41,139
                  
                  
                  
                  11,951Gain
      on sale of securities available for sale
                  
                  
                  148,091
                  
                  
                  
                  25,677
                  
                  
                  
                  609,508
                  
                  
                  
                  25,677Gain
      on sale of held to maturity securities
                  
                  
                  129,577
                  
                  
                  
                  -
                  
                  
                  
                  129,577
                  
                  
                  
                  -Loss
      on fair value mark of derivative instrument
                  
                  
                  (11,074
                  )
                  
                  
                  -
                  
                  
                  
                  (11,074
                  )
                  
                  
                  -Loss
      on sale of premises and equipment
                  
                  
                  (11,883
                  )
                  
                  
                  -
                  
                  
                  
                  (11,883
                  )
                  
                  
                  -Total
      noninterest income
                  
                  
                  284,713
                  
                  
                  
                  37,569
                  
                  
                  
                  757,267
                  
                  
                  
                  37,628Noninterest
      expense:Salaries
      and employee benefits
                  
                  
                  677,698
                  
                  
                  
                  554,217
                  
                  
                  
                  2,044,280
                  
                  
                  
                  2,768,079Occupancy
      and equipment
                  
                  
                  170,275
                  
                  
                  
                  67,828
                  
                  
                  
                  478,081
                  
                  
                  
                  179,934Other
      operating expense
                  
                  
                  373,385
                  
                  
                  
                  226,833
                  
                  
                  
                  991,210
                  
                  
                  
                  644,507Total
      noninterest expense
                  
                  
                  1,221,358
                  
                  
                  
                  848,878
                  
                  
                  
                  3,513,571
                  
                  
                  
                  3,592,520Net
      loss
                  
                  $
                  (1,065,836
                  )
                  
                  $
                  (519,485
                  )
                  
                  $
                  (2,366,896
                  )
                  
                  $
                  (2,623,090
                  )Other
      comprehensive income (loss):Unrealized
      holding gains (losses) arising during the period
                  
                  
                  562,723
                  
                  
                  
                  (16,332
                  )
                  
                  
                  730,064
                  
                  
                  
                  (197,278
                  )Unrealized
      holding gains arising from transfer of securities from held to maturity to
      available for sale
                  
                  
                  349,336
                  
                  
                  
                  -
                  
                  
                  
                  349,336
                  
                  
                  
                  -Reclassification
      adjustment for gain realized in net income
                  
                  
                  (148,091
                  )
                  
                  
                  (25,677
                  )
                  
                  
                  (609,508
                  )
                  
                  
                  (25,677
                  )Tax
      effect
                  
                  
                  (252,109
                  )
                  
                  
                  (40,774
                  )
                  
                  
                  (155,064
                  )
                  
                  
                  (216,400
                  )Other
      comprehensive income (loss)
                  
                  
                  511,859
                  
                  
                  
                  (82,783
                  )
                  
                  
                  314,828
                  
                  
                  
                  (439,355
                  )Comprehensive
      loss
                  
                  $
                  (553,977
                  )
                  
                  $
                  (602,268
                  )
                  
                  $
                  (2,052,068
                  )
                  
                  $
                  (3,062,445
                  )Basic
      loss per share
                  
                  $
                  (0.31
                  )
                  
                  $
                  (0.15
                  )
                  
                  $
                  (0.68
                  )
                  
                  $
                  (0.85
                  )Dividends
      per share
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -








3




TOUCHMARK
BANCSHARES, INC.


AND
SUBSIDIARY





Condensed
Consolidated Statement of Cash Flows


Nine
Months Ended September 30, 2009 and 2008


(Unaudited)





Nine
                        
                        
                        NineMonths
                        
                        
                        MonthsEnded
                        
                        
                        EndedSeptember 30,
                        
                        
                        September 30,2009
                        
                        
                        2008Cash
      flow from operating activities:Net
      loss
                        
                        $
                        (2,366,896
                        )
                        
                        $
                        (2,623,090
                        )Adjustments
      to reconcile net loss to net cash used byoperating
      activitiesDepreciation
                        
                        
                        177,047
                        
                        
                        
                        102,870Amortization
      and accretion
                        
                        
                        1,159
                        
                        
                        
                        (1,610
                        )Provision
      for loan losses
                        
                        
                        1,522,610
                        
                        
                        
                        296,980Gain
      on sales of securities available for sale
                        
                        
                        (609,508
                        )
                        
                        
                        (25,677
                        )Gain
      on sales of securities held to maturity
                        
                        
                        (129,577
                        )
                        
                        
                        -Loss
      on sale of premise and equipment
                        
                        
                        11,883
                        
                        
                        
                        -Stock
      compensation expense
                        
                        
                        133,142
                        
                        
                        
                        1,439,395Decrease
      (increase) in interest receivable
                        
                        
                        (16,899
                        )
                        
                        
                        (201,878
                        )Increase
      in interest payable
                        
                        
                        28,022
                        
                        
                        
                        21,497Decrease
      in deferred stock issuance costs
                        
                        
                        -
                        
                        
                        
                        186,204Increase
      in other assets
                        
                        
                        (450,260
                        )
                        
                        
                        (65,687
                        )Decrease
      in other liabilities
                        
                        
                        (82,896
                        )
                        
                        
                        (53,009
                        )Net
      cash used by operating activities
                        
                        
                        (1,782,173
                        )
                        
                        
                        (924,005
                        )Cash
      flow from investing activities:Sales
      (purchase) of federal funds sold
                        
                        
                        126,000
                        
                        
                        
                        (208,000
                        )Increase
      in interest bearing deposits
                        
                        
                        (823,309
                        )
                        
                        
                        (3,898,135
                        )Purchase
      of securities held to maturity
                        
                        
                        (7,351,444
                        )
                        
                        
                        -Purchase
      of securities available for sale
                        
                        
                        (36,266,694
                        )
                        
                        
                        (25,163,549
                        )Proceeds
      from maturities of securities available for sale
                        
                        
                        2,000,000
                        
                        
                        
                        -Proceeds
      from maturities of securities held to maturity
                        
                        
                        500,000
                        
                        
                        
                        -Proceeds
      from paydowns of securities available for sale
                        
                        
                        4,824,921
                        
                        
                        
                        466,450Proceeds
      from sales of securities held to maturity
                        
                        
                        2,049,497
                        
                        
                        
                        -Proceeds
      from sales of securities available for sale
                        
                        
                        17,319,800
                        
                        
                        
                        1,608,747Purchase
      of restricted stock
                        
                        
                        (37,300
                        )
                        
                        
                        (1,322,800
                        )Net
      increase in loans
                        
                        
                        (23,235,595
                        )
                        
                        
                        (23,674,962
                        )Purchase
      of premises and equipment
                        
                        
                        (1,838,741
                        )
                        
                        
                        (1,014,445
                        )Proceeds
      from sale of premises and equipment
                        
                        
                        25,465
                        
                        
                        
                        -Net
      cash used by investing activities
                        
                        
                        (42,707,400
                        )
                        
                        
                        (53,206,694
                        )Cash
      flow from financing activities:Net
      increase in deposits
                        
                        
                        39,966,283
                        
                        
                        
                        11,123,537Net
      proceeds from federal funds purchased
                        
                        
                        -
                        
                        
                        
                        1,783,000Organizer
      repayments
                        
                        
                        -
                        
                        
                        
                        (980,000
                        )Repayment
      of line of credit
                        
                        
                        -
                        
                        
                        
                        (575,000
                        )Repayment
      of note payable
                        
                        
                        -
                        
                        
                        
                        (2,450,000
                        )Proceeds
      from FHLB/FRB Advances
                        
                        
                        -
                        
                        
                        
                        11,400,000Proceeds
      from Other Borrowings
                        
                        
                        5,000,000
                        
                        
                        
                        -Stock
      issuance costs
                        
                        
                        -
                        
                        
                        
                        (512,367
                        )Proceeds
      from sale of common stock
                        
                        
                        -
                        
                        
                        
                        34,703,910Repurchase
      and retirement of common stock
                        
                        
                        (50,000
                        )
                        
                        
                        -Net
      cash provided by financing activities
                        
                        
                        44,916,283
                        
                        
                        
                        54,493,080Net
      change in cash
                        
                        
                        426,710
                        
                        
                        
                        362,381Cash
      at the beginning of the period
                        
                        
                        1,029,163
                        
                        
                        
                        -Cash
      at the end of the period
                        
                        $
                        1,455,873
                        
                        
                        $
                        362,381Supplemental
      disclosures of cash flow information -Interest
      paid
                        
                        $
                        1,158,327
                        
                        
                        $
                        139,125Non
      cash financing activities -Transfer
      of securities from held to maturityto
      available for sale
                        
                        $
                        7,447,029
                        
                        
                        $
                        -Transfer
      of land from premise and equipmentto
      land held for sale
                        
                        $
                        2,409,023
                        
                        
                        $
                        -








4





TOUCHMARK
BANCSHARES, INC.


AND
SUBSIDIARY





Notes
to Condensed Consolidated Financial Statements


September
30, 2009


(unaudited)





1.
            BASIS OF
      PRESENTATION





The
consolidated financial information included for Touchmark Bancshares, Inc.
herein is unaudited; however, such information reflects all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the interim
periods.  These statements should be read in conjunction with the
financial statements and related notes included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2008.





The
results of operations for the three and nine month periods ended September 30,
2009 are not necessarily indicative of the results to be expected for the full
year.





Management
      has evaluated all significant events and transactions that occurred after
      September 30, 2009, but prior to November 13, 2009, the date these
      consolidated financial statements were issued, for potential recognition
      or disclosure in these consolidated financial
  statements.





2.
            ORGANIZATION AND
      SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES





Touchmark
Bancshares, Inc. (the “Company”), a Georgia corporation, was established on
April 3, 2007 for the purpose of organizing and managing Touchmark National Bank
(the “Bank”). Concurrent with the formation of Touchmark Bancshares, Inc.
(formerly known as Touchstone Bancshares, Inc.), Touchmark Bancshares, Inc.
acquired certain assets and assumed certain liabilities of Formosa Rose,
LLC.  The Company is a one-bank holding company with respect to its
subsidiary, Touchmark National Bank.  The Bank is a national bank,
which began operations on January 28, 2008, headquartered in northern Fulton
County, Georgia with the purpose of being a community bank in northern Fulton
County, Georgia and surrounding areas.





To
capitalize the Bank, the Company offered a minimum of 3,125,000 shares and a
maximum of 4,156,250 shares of common stock of the Company at $10 per
share.  The Company was required to sell the minimum number of shares
in order to meet regulatory conditions for final approval of its
charter.  The organizers, directors and executive officers of the
Company purchased 1,238,433 shares of common stock, at $10 per share, in the
offering. The Company completed the stock offering in March 2008.  The
Company issued 3,470,391 shares for a total of $34,703,910. Offering expenses of
$512,367 were netted against these gross proceeds. Additionally, the Company
initially capitalized the Bank with $26,000,000 of the proceeds from the stock
offering.





Basis
of Accounting:The accounting and reporting policies of the Company
conform to accounting principles generally accepted in the United States of
America. In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, shareholders’ equity and net income (loss). Actual results may
differ significantly from those estimates. The Company uses the accrual basis of
accounting by recognizing revenues when they are earned and expenses in the
period incurred, without regard to the time of receipt or payment of
cash.





Allowance
for Loan Losses: Arriving at an appropriate level of allowance for loan
losses involves a high degree of judgment. The Company’s allowance for loan
losses provides for probable losses based upon evaluations of known and inherent
risks in the loan portfolio.Due to our limited operating history, the loans in our loan portfolio and
our lending relationships are of very recent origin. In general, loans do not
begin to show signs of credit deterioration or default until they have been
outstanding for some period of time, a process known as seasoning. As a result,
a portfolio of older loans will usually behave more predictably than a newer
portfolio. Because our loan portfolio is new, the current level of delinquencies
and defaults may not be representative of the level that will prevail when the
portfolio becomes more seasoned, which may be higher than current levels. If
delinquencies and defaults increase, we may be required to increase our
provision for loan losses, which would adversely affect our results of
operations and financial condition. The allowance for loan losses is increased
by provisions for loan losses and by recoveries of loans previously charged-off
and reduced by loans charged-off.





5





The
process of reviewing the adequacy of the allowance for loan losses requires
management to make numerous judgments and assumptions about future events and
subjective judgments, including the likelihood of loan repayment, risk
evaluation, extrapolation of historical losses of similar banks, and similar
judgments and assumptions. If these assumptions prove to be incorrect,
charge-offs in future periods could exceed the allowance for loan
losses.





Premises
and Equipment:Buildings, leasehold improvements, furniture and equipment
are stated at cost, net of accumulated depreciation. Land is carried at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the related assets. Maintenance and repairs are charged to
operations, while major improvements are capitalized. Upon retirement, sale or
other disposition of premises and equipment, the cost and accumulated
depreciation are eliminated from the accounts and gain or loss is included in
operations. The Company had no capitalized lease obligations at September 30,
2009 or December 31, 2008.





Stock Based Compensation: The
Company has adopted the fair value recognition provisions of FASB ASC 718, Stock Compensation. Upon
issuance of the Director and Organizer warrants, compensation cost was
recognized in the consolidated financial statements of the Company for all
share-based payments granted, based on the grant date fair value as estimated in
accordance with the provisions of FASB ASC 718, which requires recognition of
expense equal to the fair value of the warrant over the vesting period of the
warrant.




The fair
value of each warrant grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the assumptions listed in the table
below. Expected volatility for the period has been determined by a
combination of a calculated value based on expected volatility of similar
entities, and on the historical volatility of the Company’s stock. The
expected term of warrants granted is based on the short-cut method and
represents the period of time that the warrants granted are expected to be
outstanding. Expected dividends are based on dividend trends and the market
price of the Company’s stock at grant date. The risk-free rate for periods
within the contractual life of the option is based on the U.S. Treasury yield
curve in effect at the time of grant.





Period Ended
                    September 30, 2008Risk-free
      interest rate
                  
                  
                  2.74-3.10
                  %Expected
      life (years)
                  
                  
                  5.00-6.50Expected
      volatility
                  
                  
                  28.25
                  %Expected
      dividends
                  
                  
                  0.00
                  %Weighted
      average fair value of warrants granted
                  
                  $
                  3.04





The
Company recorded compensation expense related to the warrants of $8,900 and
$8,900 for the three months ended September 30, 2009 and 2008, respectively. The
Company recorded compensation expense related to the warrants of $26,700 and
$1,355,658 for the nine months ended September 30, 2009 and 2008,
respectively.





At
September 30, 2009, there was $47,467 of unrecognized compensation cost related
to warrants, which is expected to be recognized over a weighted-average period
of 1.3 years. The weighted average remaining contractual life of the warrants
outstanding as of September 30, 2009 was approximately 8.3 years. The Company
had 452,500 warrants exercisable as of September 30, 2009.





During
2008 the Company issued 109,322 options to purchase common stock to employees of
the Company or the Bank and the Company issued 10,000 options to purchase common
stock to a new director. During 2009, the Company issued 40,500 options to
purchase stock to employees of the Company.  Upon issuance of options,
compensation cost was recognized in the consolidated financial statements of the
Company for all options granted, based on the grant date fair value as estimated
in accordance with the provisions of FASB ASC 718, which requires recognition of
expense equal to the fair value of the option over the vesting period of the
option.





The fair
value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the assumptions listed in the table
below. Expected volatility for the period has been determined by a
combination of a calculated value based on expected volatility of similar
entities, and on the historical volatility of the Company’s stock. The
expected term of options granted is based on the short-cut method and represents
the period of time that the options granted are expected to be
outstanding. Expected dividends are based on dividend trends and the market
price of the Company’s stock price at grant date. The risk-free rate for
periods within the contractual life of the option is based on the U.S. Treasury
yield curve in effect at the time of grant.





6




For Options Issued
                  
                  
                  For Options IssuedPeriod Ended
                  
                  
                  Year EndedSeptember 30, 2009
                  
                  
                  December 31, 2008Risk-free
      interest rate
                  
                  
                  1.55
                  %
                  
                  
                  2.93-3.80
                  %Expected
      life (years)
                  
                  
                  6.50
                  
                  
                  
                  6.50Expected
      annual volatility
                  
                  
                  47.99
                  %
                  
                  
                  29.65-38.41
                  %Expected
      dividends
                  
                  
                  0.00
                  %
                  
                  
                  0.00
                  %Expected
      Forfeiture rate
                  
                  
                  5.00
                  %
                  
                  
                  5.00
                  %Weighted
      average fair value of options granted
                  
                  $
                  4.86
                  
                  
                  $
                  3.73





The
Company recorded stock-based compensation expense related to the options of
$36,033 and $32,312 during the three months ended September 30, 2009 and 2008,
respectively. The Company recorded stock-based compensation expense related to
the options of $106,442 and $83,737 during the nine months ended September 30,
2009 and 2008, respectively.





At
September 30, 2009, there was $384,082 of unrecognized compensation cost related
to options outstanding, which is expected to be recognized over a
weighted-average period of 1.77 years. The weighted average remaining
contractual life of the options outstanding as of September 30, 2009 was
approximately 8.89 years. The Company had 39,274 options exercisable as of
September 30, 2009.





Income Taxes:Deferred income
tax assets and liabilities are determined using the liability (or balance sheet)
method.  Under this method, the net deferred tax asset or liability is
determined based on the tax effects of the differences between the book and tax
bases of the various balance sheet assets and liabilities, and gives current
recognition to changes in tax rates and laws.





A
valuation allowance for deferred tax assets is required when it is more likely
than not that some portion or all of the deferred tax asset will not be
realized.  In assessing the realization of the deferred tax assets,
management considers the scheduled reversals of deferred tax liabilities,
projected future taxable income (in the near-term based on current projections),
and tax planning strategies.





The following summarizes the
components of deferred taxes at September 30, 2009 and December 31,
2008.





September 30, 2009
                  
                  
                  December 31, 2008Deferred
      income tax assets (liabilities):Allowance
      for loan losses
                  
                  $
                  688,250
                  
                  
                  $
                  120,362Pre-opening
      expenses
                  
                  
                  459,615
                  
                  
                  
                  485,467Net
      operating loss carryforward
                  
                  
                  1,014,862
                  
                  
                  
                  677,691Depreciation
                  
                  
                  (134,115
                  )
                  
                  
                  (183,825
                  )Stock
      options
                  
                  
                  488,413
                  
                  
                  
                  488,413Securities
      available for sale
                  
                  
                  (311,288
                  )
                  
                  
                  (156,224
                  )Other
                  
                  
                  70,246
                  
                  
                  
                  53,8182,275,983
                  
                  
                  
                  1,485,702Less
      valuation allowance
                  
                  
                  (2,587,271
                  )
                  
                  
                  (1,641,926
                  )Deferred
      tax asset (liability), net
                  
                  $
                  (311,288
                  )
                  
                  $
                  (156,224
                  )





Statement
of Cash Flows:The statement of cash flows was prepared using the
indirect method. Under this method, net loss was reconciled to net cash flows
used by operating activities by adjusting for the effects of operating
activities.





7





Cash and Cash Equivalents:For purposes of presentation in the statement of cash flows, cash and
cash equivalents are defined as those amounts included in the balance sheet
caption “cash and due from banks.” Cash flows from deposits, federal funds
purchased and sold, and originations, renewals and extensions of loans are
reported net.





3.
            SECURITIES





The
amortized cost, gross unrealized gains and losses, and estimated fair value of
securities at September 30, 2009, are summarized as follows:


Gross
                  
                  
                  Gross
                  
                  
                  EstimatedAmortized
                  
                  
                  Unrealized
                  
                  
                  Unrealized
                  
                  
                  FairCost
                  
                  
                  Gains
                  
                  
                  Losses
                  
                  
                  ValueAvailable
      for Sale SecuritiesCorporate
      bonds
                  
                  $
                  10,826,328
                  
                  
                  $
                  377,271
                  
                  
                  $
                  (22,147
                  )
                  
                  $
                  11,181,452Mortgage-backed
      securities
                  
                  
                  33,813,288
                  
                  
                  
                  593,465
                  
                  
                  
                  (5,292
                  )
                  
                  
                  34,401,461$
                  44,639,616
                  
                  
                  $
                  970,736
                  
                  
                  $
                  (27,439
                  )
                  
                  $
                  45,582,913





The
amortized cost, gross unrealized gains and losses, and estimated fair value of
securities at December 31, 2008, are summarized as follows:


Gross
                      
                      
                      Gross
                      
                      
                      EstimatedAmortized
                      
                      
                      Unrealized
                      
                      
                      Unrealized
                      
                      
                      FairCost
                      
                      
                      Gains
                      
                      
                      Losses
                      
                      
                      ValueAvailable
      for Sale SecuritiesU.S.
      government agencies
                      
                      $
                      8,939,435
                      
                      
                      $
                      194,805
                      
                      
                      $
                      -
                      
                      
                      $
                      9,134,240Corporate
      bonds
                      
                      
                      2,477,319
                      
                      
                      
                      144,531
                      
                      
                      
                      -
                      
                      
                      
                      2,621,850Mortgage-backed
      securities
                      
                      
                      13,088,527
                      
                      
                      
                      142,723
                      
                      
                      
                      (8,654
                      )
                      
                      
                      13,222,596$
                      24,505,281
                      
                      
                      $
                      482,059
                      
                      
                      $
                      (8,654
                      )
                      
                      $
                      24,978,686Held
      to Maturity SecuritiesCorporate
      bonds
                      
                      $
                      2,472,490
                      
                      
                      $
                      24,115
                      
                      
                      $
                      (11,078
                      )
                      
                      $
                      2,485,527





During
the third quarter of 2009, the Company sold three securities designated as held
to maturity.  The Company’s decision to sell these securities resulted
from credit concerns related to one of the securities, the Company’s overall
exposure to the corporate bond market and the opportunity to take advantage of
significant gains that existed in two securities at time of sale.  As
a result of these sales, the Company transferred the remaining securities
designated as held to maturity into the available for sale
portfolio.





The
amortized cost and estimated fair value of investment securities available for
sale at September 30, 2009, by contractual maturity are shown
below.  Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.





Securities AvailableFor SaleAmortized
                    Cost
                  
                  
                  Estimated
                    Fair
                    ValueDue
      in one year or less
                  
                  $
                  1,614,400
                  
                  
                  $
                  1,673,730Due
      after one year but less than five years
                  
                  
                  4,991,411
                  
                  
                  
                  5,259,064Due
      after five years but less than ten years
                  
                  
                  5,531,821
                  
                  
                  
                  5,623,417Due
      after ten years
                  
                  
                  32,501,984
                  
                  
                  
                  33,026,702$
                  44,639,616
                  
                  
                  $
                  45,582,913





8





For the
purpose of the maturity table, mortgage-backed securities, which are not due at
a single maturity date, have been allocated over maturity groupings based on the
weighted-average contractual maturities of underlying collateral.  The
mortgage-backed securities may mature earlier than their weighted-average
contractual maturities because of principal prepayments.





Information
pertaining to securities with gross unrealized losses at September 30, 2009
aggregated by investment category and length of time that individual securities
have been in a continuous loss position, follows:





Less than
                      
                      
                      More thanTwelve Months
                      
                      
                      Twelve MonthsGross
                      
                      
                      Estimated
                      
                      
                      Gross
                      
                      
                      EstimatedUnrealized
                      
                      
                      Fair
                      
                      
                      Unrealized
                      
                      
                      FairLosses
                      
                      
                      Value
                      
                      
                      Losses
                      
                      
                      ValueMortgage-backed
      securities
                      
                      $
                      (5,292
                      )
                      
                      $
                      1,034,841
                      
                      
                      $
                      -
                      
                      
                      $
                      -Corporate
      bonds
                      
                      
                      (22,147
                      )
                      
                      
                      2,005,440$
                      (27,439
                      )
                      
                      $
                      3,040,281
                      
                      
                      $
                      
                      
                      
                      $




Information
pertaining to securities with gross unrealized losses at December 31, 2008
aggregated by investment category and length of time that individual securities
have been in a continuous loss position, follows:





Less than
                  
                  
                  More thanTwelve Months
                  
                  
                  Twelve MonthsGross
                  
                  
                  Estimated
                  
                  
                  Gross
                  
                  
                  EstimatedUnrealized
                  
                  
                  Fair
                  
                  
                  Unrealized
                  
                  
                  FairLosses
                  
                  
                  Value
                  
                  
                  Losses
                  
                  
                  ValueU.S.
      Government agency securities
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Mortgage-backed
      securities
                  
                  
                  (8,654
                  )
                  
                  
                  1,008,814
                  
                  
                  
                  -
                  
                  
                  
                  -Corporate
      bonds
                  
                  
                  (11,078
                  )
                  
                  
                  541,392
                  
                  
                  
                  -
                  
                  
                  
                  -$
                  (19,732
                  )
                  
                  $
                  1,550,206
                  
                  
                  $
                  -
                  
                  
                  $
                  -





Management
evaluates securities for other-than-temporary impairment at least on a quarterly
basis, and more frequently when economic or market concerns warrant such
evaluation.  Consideration is given to (1) the length of time and the
extent to which the fair value has been less than cost, (2) the financial
condition and near-term prospects of the issuer, and (3) the intent and ability
of the Company to retain its investment in the issuer for a period of time
sufficient to allow for any anticipated recovery in fair value.





At
September 30, 2009, the Company held two debt securities with unrealized losses
depreciated 0.89% from the Company’s amortized cost basis.  Three of
these securities are primarily guaranteed by either U.S. Government
corporations, U.S. Government agencies. One security is a corporate bond for a
larger regional U.S. bank. These unrealized losses relate principally to current
interest rates for similar types of securities and are determined to be
temporary.  In analyzing an issuer’s financial condition, management
considers whether the securities are issued by the federal government or its
agencies, whether downgrades by bond rating agencies have occurred, and the
results of reviews of the issuer’s financial condition.  As management
has the intent and ability to hold debt securities until maturity or for the
foreseeable future, and will not likely be required to sell, and due to the fact
that the unrealized losses relate primarily to changes in interest rates and do
not affect the expected cash flows of the underlying collateral or issuer, none
of the declines in value are deemed to be other-than-temporary.





4.
            FAIR VALUE
      MEASUREMENTS




On
January 1, 2008, the Company adopted FASB ASC 820-10, Fair Value Measurements and
Disclosures,which defines fair value, establishes a framework for
measuring fair value, and expands disclosures about fair value
measurements. FASB ASC 820-10 applies to reported balances that are
required or permitted to be measured at fair value under existing accounting
pronouncements; accordingly, the standard does not require any new fair value
measurements of reported balances.





9





FASB ASC
820-10 emphasizes that fair value is a market-based measurement, not an
entity-specific measurement. Therefore, a fair value measurement should be
determined based on the assumptions that market participants would use in
pricing the asset or liability. As a basis for considering market
participant assumptions in fair value measurements, GAAP establishes a fair
value hierarchy that distinguishes between market participant assumptions based
on market data obtained from sources independent of the reporting entity
(observable inputs that are classified within Levels 1 and 2 of the hierarchy)
and the reporting entity’s own assumptions about market participant assumptions
(unobservable inputs classified within Level 3 of the hierarchy).





Level 1
inputs utilize quoted prices (unadjusted) in active markets for identical assets
or liabilities that the Company has the ability to access. Level 2 inputs are
inputs other than quoted prices included in Level 1 that are observable for the
asset or liability, either directly or indirectly. Level 2 inputs may include
quoted prices for similar assets and liabilities in active markets, as well as
inputs that are observable for the asset or liability (other than quoted
prices), such as interest rates, foreign exchange rates and yield curves that
are observable at commonly quoted intervals. Level 3 inputs are unobservable
inputs for the asset or liability, which are typically based on an entity’s own
assumptions, as there is little, if any, related market activity. In instances
where the determination of the fair value measurement is based on inputs from
different levels of the fair value hierarchy, the level in the fair value
hierarchy within which the entire fair value measurement falls is based on the
lowest level input that is significant to the fair value measurement in its
entirety. The Company’s assessment of the significance of a particular input to
the fair value measurement in its entirety requires judgment, and considers
factors specific to the asset or liability.





The table
below presents the Company’s assets and liabilities measured at fair value on a
recurring basis as of September 30, 2009 and December 31, 2008, aggregated by
the level in the fair value hierarchy within which those measurements
fall.





As
      of September  30, 2009:Quoted Prices in
                    Active Markets for
                    Identical
      Assets
                  
                  Significant Other
                    Observable Inputs
                  
                  Significant
                    Unobservable
                    Inputs(Level 1)
                  
                  (Level 2)
                  
                  (Level 3)
                  
                  TotalAssetsInvestment
      securities available-for-sale
                  
                  $
                  —
                  
                  
                  $
                  45,582,913
                  
                  
                  $
                  —
                  
                  
                  $
                  45,582,913Derivative
      instruments
                  
                  $
                  —
                  
                  
                  $
                  328,926
                  
                  
                  $
                  —
                  
                  
                  $
                  328,926Total
      assets at fair value
                  
                  $
                  —
                  
                  
                  $
                  45,911,839
                  
                  
                  $
                  —
                  
                  
                  $
                  45,911,839





As
      of December 31, 2008:Quoted Prices in
                    Active Markets for
                    Identical
      Assets
                  
                  Significant Other
                    Observable Inputs
                  
                  Significant
                    Unobservable
                    Inputs(Level 1)
                  
                  (Level 2)
                  
                  (Level 3)
                  
                  TotalAssetsInvestment
      securities available-for-sale
                  
                  $
                  —
                  
                  
                  $
                  24,978,686
                  
                  
                  $
                  —
                  
                  
                  $
                  24,978,686Total
      assets at fair value
                  
                  $
                  —
                  
                  
                  $
                  24,978,686
                  
                  
                  $
                  —
                  
                  
                  $
                  24,978,686





Securities
classified as available-for-sale are reported at fair value utilizing Level 2
inputs. For these securities, the Company obtains fair value measurements from
an independent pricing service. The fair value measurements consider observable
data that may include dealer quotes, market spreads, cash flows, the U.S.
Treasury yield curve, live trading levels, trade execution data, market
consensus prepayment speeds, credit information and the bond’s terms and
conditions, among other things. The investments in the Company’s portfolio are
generally not quoted on an exchange but are actively traded in the secondary
institutional markets.





10





The
derivative instrument held by the Company is reported at fair value utilizing
Level 2 inputs.  The valuation of this instrument is determined using
widely accepted valuation techniques including discounted cash flow analysis on
the expected cash flows of each derivative. This analysis reflects the
contractual term of the derivative, including the period to maturity, and uses
observable market-based inputs, including interest rate curves and implied
volatilities. The fair values of interest rate options are determined using the
market standard methodology of discounting the future expected cash
receipts that would occur if variable interest rates fell below (rise above) the
strike rate of the floors (caps). The variable interest rates used in the
calculation of projected receipts on the floor (cap) are based on an expectation
of future interest rates derived from observable market interest rate curves and
volatilities. To comply with the provisions of ASC 820, the Company
incorporates credit valuation adjustments to appropriately reflect both its own
nonperformance risk and the respective counterparty’s nonperformance risk in the
fair value measurements. In adjusting the fair value of its derivative contracts
for the effect of nonperformance risk, the Company has considered the impact of
netting any applicable credit enhancements, such as collateral postings,
thresholds, mutual puts, and guarantees.





Although
the Company has determined that the majority of the inputs used to value its
derivatives fall within Level 2 of the fair value hierarchy, the credit
valuation adjustments associated with its derivatives utilize Level 3 inputs,
such as a credit evaluation to assess the likelihood of default by the
counterparty. As of September 30, 2009, the Company has assessed the
significance of the impact of the credit valuation adjustments on the overall
valuation of its derivative position and has determined that the credit
valuation adjustment is not significant to the overall valuation of its
derivative instrument. As a result, the Company has determined that its
derivative valuation in its entirety is classified in Level 2 of the fair value
hierarchy.





The
following table presents the assets that are measured at fair value on a
non-recurring basis by level within the fair value hierarchy as reported on the
consolidated statements of financial position at September 30, 2009 and December
31, 2008.


As of September 30, 2009
                    
                    Quoted Prices in Active
                      Markets for Identical
                      Securities Level 1
                    
                    
                    Significant Other
                      Observable Inputs
                      Level 2
                    
                    
                    Significant
                      Unobservable
                      Inputs
                      Level 3
                    
                    
                    TotalImpaired
      loans
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    5,776,923
                    
                    
                    $
                    5,776,923





We have
allocated $872,437in specific reserves related to 4 impaired loans as of
September 30, 2009. $833,070 of the specific reserve total applies to a
single loan. The remaining $39,367 of specific reserve relates three additional
loans.





As of December 31, 2008
                    
                    Quoted Prices in Active
                      Markets for Identical
                      Securities Level 1
                    
                    
                    Significant Other
                      Observable Inputs
                      Level 2
                    
                    
                    Significant
                      Unobservable
                      Inputs
                      Level 3
                    
                    
                    TotalImpaired
      loans
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -





Impaired
loans are evaluated and valued at the time the loan is identified as impaired,
at the lower of cost or fair value. Fair value is measured based on the value of
the collateral securing these loans and is classified at a Level 3 in the fair
value hierarchy. Collateral may include real estate, or business assets
including equipment, inventory and accounts receivable. The value of real estate
collateral is determined based on an appraisal by qualified licensed appraisers
hired by the Company. The value of business equipment is based on an appraisal
by qualified licensed appraisers hired by the Company if significant, or the
equipment’s net book value on the business’ financial statements. Inventory and
accounts receivable collateral are valued based on independent field examiner
review or aging reports. Appraised and reported values may be discounted based
on management’s historical knowledge, changes in market conditions from the time
of the valuation, and management’s expertise and knowledge of the client and
client’s business. Impaired loans are evaluated on at least a quarterly basis
for additional impairment and adjusted accordingly.





Fair Value of Financial
Instruments





The
following methods and assumptions that were used by the Company in estimating
fair values of financial instruments are disclosed herein:





Cash, federal funds sold, and
interest bearing deposits with other banks.  The carrying
amounts of cash and short-term instruments approximate their fair value due to
the relatively short period to maturity of instruments.





Investment securities
available-for-sale.  Fair values for securities, excluding
restricted equity securities, are based predominately on quoted market prices.
If quoted market prices are not available, fair values are based on quoted
market prices of similar instruments.





11





Restricted stock. The
carrying values of restricted equity securities approximate fair
values.





Loans
receivable.  For variable-rate loans that reprice frequently
and have no significant change in credit risk, fair values are based on carrying
values. Fair values for fixed rate loans are estimated using discounted cash
flow analyses, using interest rates currently being offered for loans with
similar terms to borrowers of similar credit quality. Fair values for impaired
loans are estimated using discounted cash flow analyses or underlying collateral
values, where applicable.





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





Federal Home Loan Bank (“FHLB”)
advances. Fair values of FHLB advances are estimated using discounted
cash flow analyses based on the Bank’s current incremental borrowing rates for
similar types of borrowing arrangements.





Accrued
interest.  The carrying amounts of accrued interest approximate
their fair values.





Derivative
instruments.  The fair values of these instruments is
determined using widely accepted valuation techniques including discounted cash
flow analysis on the expected cash flows of each derivative. This analysis
reflects the contractual terms of the derivatives, including the period to
maturity, and uses observable market-based inputs, including interest rate
curves and implied volatilities.





Off-balance-sheet
instruments.  Fair values for off-balance-sheet lending
commitments are based on fees currently charged to enter into similar
agreements, taking into account the remaining terms of the agreements and the
counter parties’ credit standings.





The
Company’s carrying amounts and fair values of financial instruments were as
follows:





September 30, 2009In ThousandsCarrying
                            
                            
                            FairAmount
                            
                            
                            ValueFinancial assets:Cash
      and due from banks
                            
                            $
                            1,456
                            
                            
                            $
                            1,456Federal
      funds sold
                            
                            
                            1,171
                            
                            
                            
                            1,171Interest-bearing
      accounts with other banks
                            
                            
                            4,896
                            
                            
                            
                            4,896Securities
      available for sale
                            
                            
                            45,582
                            
                            
                            
                            45,582Restricted
      stock
                            
                            
                            1,367
                            
                            
                            
                            1,367Derivative
      Instrument
                            
                            
                            329
                            
                            
                            
                            329Loans
      receivable
                            
                            
                            53,266
                            
                            
                            
                            53,991Accrued
      interest receivable
                            
                            
                            448
                            
                            
                            
                            448Financial
      liabilities:Deposit
      liabilities
                            
                            
                            67,743
                            
                            
                            
                            67,878FHLB
      advances and other borrowings
                            
                            
                            16,400
                            
                            
                            
                            16,295Accrued
      interest payable
                            
                            
                            57
                            
                            
                            
                            57Unrecognized financial instruments:Commitments
      to extend credit
                            
                            
                            13,195
                            
                            
                            
                            13,195





5.
            DERIVATIVE
      INSTRUMENT





During September 2009, the
Company entered into an interest rate corridor transaction.An interest
rate corridor is composed of a long interest rate cap position and a short
interest rate cap position. The buyer of the corridor purchases a cap with a
lower strike while selling a second cap with a higher strike. The premium earned
on the second cap then reduces the cost of the structure as a whole. The buyer
of the corridor is protected if rates rise above the first cap’s strike (the
floor), but the benefit is limited to the level of the second cap’s strike (the
ceiling).





12





This
series of transactions consists of a purchased interest rate cap establishing a
floor at 0.75% based on the 1 month LIBOR rate.  Additionally, the
Company sold an interest rate cap at 2.50% based on the 1 month LIBOR rate. Both
transactions are forward start transactions with an effective date of July 1,
2010 and a termination date of July 1, 2013.  The notional amount for
each is $10,000,000.  The interest rate corridor transaction is
considered a stand alone derivative instrument, and as such will be recorded in
the financial statements at fair value, with changes in fair value included in
net income.  Additionally, this transaction has a net settlement
feature, and the effects of the net settlement will be included in interest
income or expense as appropriate.  The fair value as of September 30,
2009 was $328,926 and is included in other assets.





6.
            EARNINGS (LOSS) PER
      SHARE





Basic
loss per share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding. Diluted loss per share is computed by
dividing net loss by the sum of the weighted average number of shares of common
stock outstanding and potential common shares. Potential common shares consist
of stock options and warrants. Weighted average shares outstanding for the three
months ended September 30, 2009 and 2008 were 3,470,337. Basic loss per share
for the three months ended September 30, 2009 and 2008 was $0.31 and $0.15,
respectively. Weighted average shares outstanding for the nine months ended
September 30, 2009 and 2008 were 3,470,373 and 3,073,113, respectively. Basic
loss per share for the six months ended September 30, 2009 and 2008 was $0.68
and $0.85, respectively. Diluted loss per share is not presented, as the current
net loss would result in an anti-dilutive calculation.





7.
            RECENT ACCOUNTING
      PRONOUNCEMENTS





In
      April 2009, the FASB issued new guidance related to accounting for assets
      acquired and liabilities assumed in a business combination that arise from
      contingencies (ASC 805-20-30-9).  This guidance addresses
      application issues on initial recognition and measurement, subsequent
      measurement and accounting, and disclosure of assets and liabilities
      arising from contingencies in a business combination.  The
      guidance is effective for assets and liabilities arising from
      contingencies in business combinations for which the acquisition date is
      on or after the beginning of the first annual reporting period beginning
      on or after December 15, 2008.  The Company does not expect the
      adoption of the guidance to have a material impact on its consolidated
      financial statements.





In
      April 2009, the FASB issued new guidance related to determining fair value
      when the volume and level of activity for the asset or liability have
      significantly decreased and identifying transactions that are not orderly
      (ASC 820-10-65).  This includes additional guidance for
      estimating fair value when the volume and level of activity for the asset
      or liability have significantly decreased and on identifying circumstances
      that indicate a transaction is not orderly.  The guidance is
      effective for interim and annual periods ending after June 15, 2009, and
      shall be applied prospectively.  Earlier adoption is permitted
      for periods ending after March 15, 2009.  The adoption of
      this guidance as of September 30, 2009 did not have a material impact on
      its consolidated financial
statements.





In
      April 2009, the FASB issued new guidance related to interim disclosures
      about the fair value of financial instruments (ASC
      825-10-65).  This guidance requires disclosures about fair value
      of financial instruments for interim reporting periods of publicly traded
      companies as well as in annual financial statements.  In
      addition, the guidance requires those disclosures in summarized financial
      information at interim reporting periods.  The guidance is
      effective for interim periods ending after June 15, 2009, with earlier
      adoption permitted for periods ending after March 15, 2009.  The
      adoption of this guidance as of September 30, 2009 did not have a material
      impact on its consolidated financial
statements.





In
      April 2009, the FASB issued new guidance related to the recognition and
      presentation of other-than-temporary impairments (ASC 320-10-65), which is
      intended to make the guidance more operational and to improve the
      presentation and disclosure of other-than-temporary impairments on debt
      and equity securities.  The guidance is effective for interim
      and annual periods ending after June 15, 2009, with earlier adoption
      permitted for periods ending after March 15, 2009.  The adoption
      of this guidance as of September 30, 2009 did not have a material impact
      on its consolidated financial
statements.





13





In
      April 2009, the Securities and Exchange Commission issued new guidance
      related to other-than-temporary impairments of certain investments in debt
      and equity securities (ASC 320-10-S99).  This guidance maintains
      the SEC Staff’s previous views related to equity securities and amends the
      topic to exclude debt securities from its scope.  The Company
      does not expect the implementation of this guidance to have a material
      impact on its consolidated financial
statements.





In
      June 2009, the FASB issued FASB ASC 105, Generally Accepted Accounting
      Principles, which establishes the FASB ASC as the sole source of
      authoritative generally accepted accounting principles.  The
      codification is not intended to change generally accepted accounting
      principles (GAAP) but rather is expected to simplify accounting research
      by reorganizing current GAAP into topics.  Pursuant to the
      provisions of FASB ASC 105, the Company has updated references to GAAP in
      its financial statements issued for the period ended September 30,
      2009.  The adoption of this statement did not impact the
      Company’s financial position or results of
  operations.





On
      June 12, 2009, the FASB issued new guidance related to, transfers and
      servicing of servicing assets and liabilities and consolidation of
      variable interest entities (ASC 860-40-25, ASC 860-50-25, and ASC
      810-10-15) which change the way entities account for securitizations and
      special-purpose entities.





The
      guidance requires more information about transfers of financial assets,
      including securitization transactions, and where companies have continuing
      exposure to the risks related to transferred financial
      assets.  The guidance also eliminates the concept of a
      “qualifying special-purpose entity”, change the requirements for
      derecognizing financial assets and require additional
      disclosures.





The
      guidance also changes how a company determines when an entity that is
      insufficiently capitalized or is not controlled through voting (or similar
      rights) should be consolidated.  The determination of whether a
      company is required to consolidate an entity is based on, among other
      things, an entity’s purpose and design and a company’s ability to direct
      the activities of the entity that most significantly impact the entity’s
      economic performance.





The above
guidance will be effective as of the beginning of each reporting entity’s first
annual reporting period that begins after November 15, 2009, for interim periods
within that first annual reporting period and for interim and annual reporting
periods thereafter.  Earlier application is prohibited.  The
recognition and measurement provisions of the guidance shall be applied to
transfers that occur on or after the effective date.  The Company will
adopt this guidance on January 1, 2010, as required.  Management has
not determined the impact adoption may have on the Company’s consolidated
financial statements.





On
      May 28, 2009, the FASB issued new guidance related to subsequent events
      (ASC 855-10-50).Under this
      guidance, companies are required to evaluate events and transactions that
      occur after the balance sheet date but before the date the financial
      statements are issued, or available to be issued in the case of non-public
      entities.  This guidance requires entities to recognize in the
      financial statements the effect of all events or transactions that provide
      additional evidence of conditions that existed at the balance sheet date,
      including the estimates inherent in the financial preparation
      process.  Entities shall not recognize the impact of events or
      transactions that provide evidence about conditions that did not exist at
      the balance sheet date but arose after that date.  This guidance
      also requires entities to disclose the date through which subsequent
      events have been evaluated.  This guidance was effective for
      interim and annual reporting periods ending after June 15,
      2009.  The Company adopted the provisions of this guidance for
      the quarter ended June 30, 2009, as required, and adoption did not have a
      material impact on its financial statements taken as a
    whole.





On
      February 27, 2009, the Board of Directors of the Federal Deposit Insurance
      Corporation (FDIC) voted to amend the restoration plan for the Deposit
      Insurance Fund (DIF).  The Board also took action to ensure the
      continued strength of the insurance fund by imposing a special assessment
      on insured institutions of 20 basis points, implementing changes to the
      risk-based assessment system, and setting rates beginning the second
      quarter of 2009.  Under the restoration plan approved last
      October, the Board set a rate schedule to raise the DIF reserve ratio to
      1.15 percent within five years.  The February 27, 2009
      action extends the restoration plan horizon to seven years in recognition
      of the current significant strains on banks and the financial system and
      the likelihood of a severe recession.  The amended restoration
      plan was accompanied by a final rule that sets assessment rates and makes
      adjustments that improve how the assessment system differentiates for
      risk.  Currently, most banks are in the best risk category and
      pay anywhere from 12 cents per $100 of deposits to 14 cents per $100 for
      insurance.  Under the final rule, banks in this category will
      pay initial base rates ranging from 12 cents per $100 to 16 cents per $100
      on an annual basis, beginning on April 1,
2009.





14





On
      May 22, 2009, the FDIC Board of Directors (Board) adopted the final rule
      on special assessments.  The special assessment was calculated
      at 5 basis points times each insured depositor institution’s assets minus
      Tier 1 capital as reported in the report of condition of June 30,
      2009.  The amount of the special assessment for any institution
      could not exceed 10 basis points times the institution’s assessment base
      for the second quarter 2009 risk-based assessment.  The special
      assessment was collected on September 30, 2009, at the same time the
      regular quarterly risk-based assessment for the second quarter 2009 were
      collected.  The Board may, by vote, impose an additional special
      assessment in 2009 of up to 5 basis points on assets minus Tier 1 capital
      on all insured depository institutions if the Board believes that the
      reserve ratio of the DIF is estimated to fall to a level that would
      adversely affect public confidence or to a level which shall be close to
      or below zero.  Any such additional special assessment will not
      exceed 10 basis points times the institution’s assessment base for the
      corresponding quarter.  The latest possible date for imposing an
      additional special assessment under the final rule would be December 1,
      2009, with collection on March 30,
2010.





On
      September 29, 2009, the FDIC adopted an Amended Restoration Plan to allow
      the DIF to return to its statutorily mandated minimum reserve ratio of
      1.15% within eight years.  The FDIC has identified the following
      alternatives to meet its immediate liquidity needs: imposing additional
      special assessments; requiring prepaid assessments; or borrowing from the
      Treasury or Federal Financing Bank (FFB).  To meet the FDIC’s
      liquidity needs, without imposing additional burdens on the industry
      during a period of stress, and to ensure that the deposit insurance system
      remains directly industry-funded, the FDIC proposes to require all
      institutions to prepay, on December 30, 2009, their estimated risk-based
      assessments for the fourth quarter of 2009, and for all of 2010, 2011, and
      2012, at the same time that institutions pay their regular quarterly
      deposit insurance assessments for the third quarter of 2009.  An
      institution would initially account for the prepaid assessment as a
      prepaid expense (an asset); the DIF would initially account for the amount
      collected as both an asset (cash) and an offsetting liability (deferred
      revenue).  An institution’s quarterly risk-based deposit
      insurance assessments thereafter would be offset by the amount prepaid
      until that amount is exhausted or until December 30, 2014, when any
      amount remaining would be returned to the institution.  For
      purposes of calculating an institution’s prepaid amount, for the fourth
      quarter of 2009 and for all of 2010, that institution’s assessment rate
      would be its total base assessment rate in effect on September 30,
      2009.  That rate would be increased by 3 basis points for all of
      2011 and 2012.  Again for purposes of calculating the prepaid
      amount, an institution’s third quarter 2009 assessment base would be
      increased quarterly at an estimated 5 percent annual growth rate through
      the end of 2012.  Changes to data underlying an institution’s
      September 30, 2009 assessment rate or assessment base received by the
      FDIC after December 24, 2009 would not affect an institution’s prepayment
      amount.  Requiring prepaid assessments would not preclude the
      FDIC from changing assessment rates or from further revising the
      risk-based assessment system during 2009, 2010, 2011, 2012, or thereafter,
      pursuant to notice-and-comment rulemaking under 12 U.S.C. §
      1817(b)(1).  Prepaid assessments made by insured depository
      institutions would continue to be applied against quarterly assessments as
      they may be so revised.





The
      Company is currently evaluating the effects of the insurance increases and
      proposed insurance prepayments discussed above to its financial position
      and results of operations.




15





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





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





DISCUSSION
OF FORWARD-LOOKING STATEMENTS





This
report contains statements which constitute forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements are based on many assumptions
and estimates and are not guarantees of future performance. Our actual results
may differ materially from those anticipated in any forward-looking statements,
as they will depend on many factors about which we are unsure, including many
factors which are beyond our control. The words “may,” “would,” “could,” “will,”
“expect,” “anticipate,” “believe,” “intend,” “plan,” and “estimate,” as well as
similar expressions, are meant to identify such forward-looking statements. Our
actual results may differ materially from the results discussed in the
forward-looking statements, and our operating performance each quarter is
subject to various risks and uncertainties that include, without limitation,
those described under the heading “Risk Factors” in our Annual Report for the
year ended December 31, 2008 filed with the Securities and Exchange Commission,
and the following:





·
            significant
      increases in competitive pressure in the banking and financial services
      industries;


·
            changes
      in the interest rate environment which could reduce anticipated or actual
      margins;


·
            changes
      in political conditions or the legislative or regulatory
      environment;


·
            general
      economic conditions, either nationally or regionally and especially in our
      primary service area, becoming less favorable than expected resulting in,
      among other things, a deterioration in credit
  quality;


·
            changes
      occurring in business conditions and
inflation;


·
            changes
      in technology;


·
            changes
      in deposit flows;


·
            changes
      in monetary and tax policies;


·
            the
      level of allowance for loan loss and the lack of seasoning in our loan
      portfolio;


·
            the
      rate of delinquencies and amounts of
  charge-offs;


·
            the
      rates of loan growth and the lack of seasoning of our loan
      portfolio;


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


·
            loss
      of consumer confidence and economic disruptions resulting from terrorist
      activities;


·
            changes
      in the securities markets; and


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





We have
based our forward looking statements on our current expectations about future
events.  Although we believe that the expectations reflected in our
forward-looking statements are reasonable, we cannot guarantee you that these
expectations will be achieved.  We undertake no obligation to publicly
update or otherwise revise any forward-looking statements, whether as a result
of new information, future events, or otherwise.





These
risks are exacerbated by the recent developments in national and international
financial markets, and we are unable to predict what effect these uncertain
market conditions will have on our Company.  During 2008 and
continuing through the third quarter of 2009, the capital and credit markets
experienced unprecedented levels of volatility and disruption. There can be no
assurance that these unprecedented recent developments will not materially and
adversely affect our business, financial condition and results of
operations.





All
forward-looking statements in this report are based on information available to
us as of the date of this report.  We undertake no obligation to
publicly update or otherwise revise any forward-looking statements, whether as a
result of new information, future events, or otherwise





16





Company
Overview





Touchmark
Bancshares, Inc. (the “Company”) was incorporated in April 2007 to organize and
serve as the holding company for Touchmark National Bank (the “Bank”) which
opened on January 28, 2008.  All activities of the Company prior to
that date relate to the organization of the Bank and the conducting of our
initial public offering. We capitalized the Bank with $26,000,000 of the
proceeds from our stock offering. During the first quarter of 2009, the Company
injected an additional $500,000 into the Bank to replace depleted reserves
caused by our start-up losses and comfortably maintain the Bank’s lending limit,
which in general amounts to 15% of capital and unimpaired
surplus.  The Company injected another $500,000 into the Bank during
the third quarter for the same purpose.  On September 8, 2009, we
opened a new branch office located at 3651 Old Milton Parkway, Alpharetta,
Georgia and relocated our executive offices from Norcross to this
facility.  In conjunction with the move, we closed our Norcross
branch.  In addition to the Alpharetta location, we currently operate
full service branches in Duluth and Doraville, Georgia.





The
following report describes our results of operations for the three and nine
months ended September 30, 2009 and also analyzes our financial condition as of
September 30, 2009.  Like most community banks, we expect to derive
most of our income from interest that we receive on our loans and investments.
As we grow, our primary source of funds for making these loans and investments
is our deposits, on the majority of which we pay interest. Consequently, one of
the key measures of our success is our level of net interest income, which is
the difference between the income on our interest-earning assets, such as loans
and investments, and the expense on our interest-bearing liabilities, such as
deposits and borrowings. Another key measure is the spread between the yield we
earn on interest-earning assets and the rate we pay on interest-bearing
liabilities. As we increase the size of our balance sheet, our net interest
income will increase until revenue exceeds cash and non-cash expenses. At that
point the bank will operate profitably.





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





In
addition to earning interest on our loans and investments, we earn income
through fees and other charges to our customers.  We have also
included a discussion of the various components of this noninterest income, as
well as of our noninterest expense.





The
following discussion and analysis also identifies significant factors that have
affected our financial position and operating results during the periods
included in the accompanying financial statements.  We encourage you
to read this discussion and analysis in conjunction with our financial
statements and the other statistical information included in this
report.





Critical
Accounting Policies





We have
adopted various accounting policies which govern the application of accounting
principles generally accepted in the United States of America in the preparation
of our financial statements.





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





We
believe that the determination of the allowance for loan losses is the
accounting policy that requires the most significant judgments and estimates
used in preparation of our consolidated financial statements. Refer to the
portion of this discussion that addresses our allowance for loan losses for a
more complete discussion of our processes and methodology for determining our
allowance for loan losses.





17


Industry
Overview





The first
nine months of 2009 continue to reflect the tumultuous economic conditions which
have negatively impacted liquidity and credit quality. Concerns regarding
increased credit losses from the weakening economy have negatively affected
capital and earnings of most financial institutions. Financial institutions have
experienced significant declines in the value of collateral for real estate
loans and serious deterioration in the credit quality of their loan
portfolios.  These factors have resulted in record levels of
non-performing assets, charge-offs and foreclosures.  The State of
Georgia and the Atlanta metropolitan area in particular have gained the
unfortunate distinction of experiencing among the highest incidences of bank
closures nationwide since the onset of the 2007 financial crisis.





Due to
credit quality concerns, liquidity in the debt markets remains low in spite of
enormous efforts by the U.S. Department of the Treasury (“Treasury”) and the
Federal Reserve Bank (“Federal Reserve”) to inject capital into financial
institutions. The federal funds rate set by the Federal Reserve has remained at
historically low levels since December 2008, following a decline from 4.25% to
0.25% during 2008 through a series of seven rate reductions.





Treasury,
the FDIC and other governmental agencies continue to evolve rules and
regulations to implement the Emergency Economic Stabilization Act of 2008
(“EESA”), the Troubled Asset Relief Program (“TARP”), the Financial Stability
Plan, the American Recovery and Reinvestment Act (“ARRA”) and related economic
recovery programs, many of which curtail the activities of financial
institutions.  Earlier this year, we declined to participate in the
TARP Capital Purchase Program.  While TARP has been a valuable element
in the efforts to stabilize the banking system, we felt that our capital levels
were substantial and precluded the need for us to expose ourselves to additional
regulatory controls.  While we are grateful for the support provided
to troubled financial institutions and hopeful that the outcome of these efforts
will be favorable, we are even more grateful that we have no need of such
support and the ensuing regulation that accompanies it.





Difficult
economic conditions are expected to prevail through the end of 2009. Reduced
levels of commercial activity will continue to challenge prospects for stable
balance sheet growth and earning asset yields at a time when the market for
profitable commercial banking relationships is intensely competitive. As a
result, financial institutions in general will continue to experience pressure
on earning asset yields, funding costs, operating expenses, liquidity and
capital.





Results
of Operations





Income
Statement Review





Summary





Nine
months ended September 30, 2009 and 2008





Our net
loss was approximately $2.37 million for the nine months ended September 30,
2009 compared to net loss of $2.62 million for the same period in 2008, an
improvement of $.25 million or 10.5%.  Through the nine months ended
September 30, 2009, 64% of our net loss was due to provision expense, whereas
the loss through September 30, 2008 was due primarily to start-up and equity
compensation expense attributable primarily to organizer warrants.  We
recorded provision expense for loan loss amounting to $1.52 million and $0.3
million for the nine months ended September 30, 2009 and 2008, respectively.
Provision expense through September 30, 2008 amounted to 11.3% of our net loss
for the period.  We increased our allowance levels during the third
quarter of 2009 in conjunction with certain past due loans in the portfolio. The
allowance account is increased by provision for loan losses and by recoveries
from loans previously charged off. To date, the Company has charged off one loan
amounting to $448,141.  During the first quarter of 2009, the Company
injected $500,000 into the Bank to replace depleted reserves caused by our
start-up losses and comfortably maintain the Bank’s lending limit, which in
general amounts to 15% of capital and unimpaired surplus.  The Company
injected another $500,000 into the Bank during the third quarter for the same
purpose.





Three
months ended September30, 2009 and 2008





For the
three months ended September 30, 2009, we incurred a net loss of $1.07 million
compared to net loss of $0.52 million for the three months ended September 30,
2008, a decrease of $.55 million, or 105%.  The increase in our net
loss as compared to September 30, 2008 resulted primarily from provision expense
incurred during the quarter.  We increased our allowance levels during
the third quarter in conjunction with certain past due loans in the
portfolio.  During the third quarter of 2009, the Company injected
$500,000 into the Bank to replace depleted reserves caused by our start-up
losses and comfortably maintain the Bank’s lending limit, which in general
amounts to 15% of capital and unimpaired surplus.





18




Net
Interest Income





Net
interest income is determined by our level of earning assets and the management
of our cost of deposits and other borrowings.  Our loan and investment
portfolios are the primary drivers of net interest income.  During the
nine months ended September 30, 2009, our loan portfolio increased $21.7 million
from December 31, 2008.  Our investment portfolio increased $18.1
million over the same period.  We anticipate that over time, loan
activity will drive the growth in our assets and net interest
income.  However, since we commenced business in January 2008, the
agency and investment grade debt markets have provided opportunities for
superior risk-adjusted returns. As such, we have acquired assets in these
markets along with our primary mission of building profitable banking
relationships and funding commercial loans. Our ability to develop an investment
income stream and recognize securities gains in recent periods has served as a
welcomed buffer against expenses as we endeavor to build our balance sheet to a
level of profitability. We anticipate that loan growth in future quarters will
drive our overall increase in assets and net interest
income.  However, as commercial credits and the real estate markets of
metro Atlanta continue to suffer from the strain of a severe economic downturn,
we will continue to acquire and manage investment grade securities to maximize
our risk-adjusted returns.  At September 30, 2009, loans represented
46.6% of total assets, while securities and federal funds sold represented 40.9%
of total assets.





We have
continued to attract depositing clients to the Bank and at the same time have
utilized institutional funding sources to manage our balance
sheet.  As we grow, our focus is to attract business relationships and
build a base of low-cost commercial deposits from which to fund our asset
growth.  To manage our balance sheet, we will also market certificates
of deposit and consumer-oriented products to fund longer term
assets.  Atlanta is one of the highest cost retail deposit markets in
the country.  As such, we will strategically utilize wholesale funding
sources when appropriate to supplement our funding needs.  At
September 30, 2009, retail deposits amounted to $55.7 million or 82.1% of total
deposits.  Wholesale deposits amounted to $12.1 million or 17.9% of
total deposits.  At September 30, 2009, wholesale funding, which
includes wholesale deposits, Federal Home Loan Bank advances and other
borrowings, amounted to $28.5 million or 33.6% of total
liabilities.  Wholesale deposits represented 14.7% of total
liabilities.





Results
of Operations for the Three Months Ended September 30, 2009 and
2008





We
incurred a net loss of $1,065,386 and $519,845 for the three months ended
September 30, 2009 and 2008, respectively. For the three months ended September
30, 2009, we realized $1,121,313 in interest income, consisting primarily of
$631,846 from loan revenue and $489,013 from investment
revenue.  Additionally, $277,668 of non-interest income was recognized
from the gain on sale of investment securities during the
quarter.  During the third quarter of 2009, $64,920 in interest income
was reversed as a result of loans placed on non-accrual. For the three months
ended September 30, 2008, we realized $580,651 in interest income, consisting
primarily of $347,075 from investment activities and $223,309 from loan
activities. Provision expense against loan loss amounted to $819,160 during the
third quarter.  Total allowance for loan loss amounted to $1,476,359
at September 30, 2009.  Provision expense during the third quarter of
2008 amounted to $171,680.  Total allowance for loan loss was $296,980
at September 30, 2008. The total allowance for loan loss amounted to $401,890 at
December 31, 2008.   The Company increased its allowance levels
during the third quarter by $810,310 in conjunction with loan generating
activities and increased reserves for certain impaired loans in the
portfolio.  The allowance for loan losses is increased by charging
provision expense and from recoveries of loans previously
charged-off.  To date, the Company charged-off one loan in the amount
of $448,141.





Over
time, we anticipate that loan revenue will comprise an increasing share of total
revenue.  Since we commenced business in the spring of 2008, the
government, government agency and investment grade debt markets have provided
extraordinary opportunities for superior risk-adjusted returns.  As
such, we have invested in these markets along with our primary mission of
investing in commercial-grade loans.  Our ability to develop an income
stream and recognize securities gains in recent periods has served as a welcome
buffer against expense as we endeavor to build our balance sheet to a level of
profitability. We anticipate the growth in loans in future quarters will drive
our overall growth in assets and interest income. The primary sources of funding
for our loan portfolio are deposits and Federal Home Loan advances and other
wholesale borrowings. We incurred interest expense of $358,763 related to
deposit accounts, $70,014 related to Federal Home Loan Bank advances, and $2,567
related to other borrowings during the three months ended September 30,
2009.  For the three months ended September 30, 2008, we incurred
interest expense of $67,736 related to deposit accounts and $49,411 of interest
expense related to Federal Home Loan Bank advances.




19





We
incurred non-interest expenses amounting to $1,221,358 and $848,878 during the
three months ended September 30, 2009 and 2008,
respectively.  Included in non-interest expense for the three months
ended September 30, 2009 is $677,698 in salaries and employee benefits, $170,275
for occupancy and equipment and $373,385 in other expenses.  Occupancy
expense increased by $102,449 compared to the quarter ended September 30, 2008
as result of our opening the Peachtree Pavilion branch in October 2008 and the
opening of our Alpharetta headquarters office in September 2009.  The
primary components in the other operating expense category for the three months
ended September 30, 2009 were $77,153 in regulatory fees, $69,548 in data
processing and IT related services, and $47,400 in advertising and marketing
expense.





Included
in non-interest expense for the three months ended September 30, 2008 was
$554,217 in salaries and employee benefits, $67,828 of occupancy and equipment
and $226,833 in other operating expenses. Included in other operating expenses
for the quarter ended September 30, 2008 was $45,990 in data processing and IT
related services, $23,707 in legal fees, and $21,013 in expense related to
advertising and marketing.





The
following tables calculate the net yield on earning assets for the three months
ended September 30, 2009 and 2008, respectively. Net yield on earning assets,
commonly referred to as “margin”, is calculated by dividing annualized net
interest income by average earning assets.  Net yield on earning
assets amounted to 2.85% for the three months ended September 30, 2009, which
represents a decrease of 137 basis points from the third quarter
2008.  The decline is due primarily to the increase in the Bank’s
leverage over the comparative periods and an increase in non-performing
loans.  In the third quarter 2008, most of the Company’s assets were
funded from initial capital, which carries no explicit funding
expense.  Subsequent assets have been funded primarily with
interest-bearing liabilities.  In an effort to build a client base, we
have occasionally offered promotional rates on certain deposit
products.  While our promotional rates have been successful in
attracting new depositors, the higher-cost funds have incrementally reduced our
margin over the prior year.  Further, the comparative decline is
related to the reversal of $64,920 of accrued interest income associated with
loans placed on non-accrual during the period.  This income reversal,
in conjunction with $6,649,360 of non-performing loan assets at September 30,
2009, serve to reduce the comparative margin.




20




For
      the three months ended September 30, 2009Dollars
      In ThousandsAvg.
      Bal.
                                                            
                                                            
                                                            Int
      Inc/Exp
                                                            
                                                            
                                                            Yield/CostFederal
      Funds Sold
                                                            
                                                            
                                                            1,057
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            0.00
                                                            %Securities
                                                            
                                                            
                                                            39,309
                                                            
                                                            
                                                            
                                                            472
                                                            
                                                            
                                                            
                                                            4.80
                                                            %Loans
                                                            
                                                            
                                                            49,088
                                                            
                                                            
                                                            
                                                            632
                                                            
                                                            
                                                            
                                                            5.15
                                                            %Other
                                                            
                                                            
                                                            7,225
                                                            
                                                            
                                                            
                                                            17
                                                            
                                                            
                                                            
                                                            0.94
                                                            %Total
                                                            
                                                            
                                                            96,679
                                                            
                                                            
                                                            
                                                            1,121
                                                            
                                                            
                                                            
                                                            4.64
                                                            %Interest
      Bearing Demand Deposits
                                                            
                                                            
                                                            26,744
                                                            
                                                            
                                                            
                                                            166
                                                            
                                                            
                                                            
                                                            2.48
                                                            %Time
      Deposits
                                                            
                                                            
                                                            28,273
                                                            
                                                            
                                                            
                                                            193
                                                            
                                                            
                                                            
                                                            2.73
                                                            %Other
      Borrowings
                                                            
                                                            
                                                            14,669
                                                            
                                                            
                                                            
                                                            72
                                                            
                                                            
                                                            
                                                            1.96
                                                            %Total
                                                            
                                                            
                                                            69,686
                                                            
                                                            
                                                            
                                                            431
                                                            
                                                            
                                                            
                                                            2.47
                                                            %Net
      Interest Income/spread
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            690
                                                            
                                                            
                                                            
                                                            2.17
                                                            %Net
      yield on earning assets
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            2.85
                                                            %For
      the three months ended September 30, 2008Dollars
      In ThousandsAvg.
      Bal.
                                                            
                                                            
                                                            Int
      Inc/Exp
                                                            
                                                            
                                                            Yield/CostFederal
      Funds Sold
                                                            
                                                            
                                                            1,827
                                                            
                                                            
                                                            
                                                            10
                                                            
                                                            
                                                            
                                                            2.19
                                                            %Securities
                                                            
                                                            
                                                            23,773
                                                            
                                                            
                                                            
                                                            314
                                                            
                                                            
                                                            
                                                            5.28
                                                            %Loans
                                                            
                                                            
                                                            14,589
                                                            
                                                            
                                                            
                                                            223
                                                            
                                                            
                                                            
                                                            6.11
                                                            %Other
                                                            
                                                            
                                                            3,743
                                                            
                                                            
                                                            
                                                            34
                                                            
                                                            
                                                            
                                                            3.63
                                                            %Total
                                                            
                                                            
                                                            43,932
                                                            
                                                            
                                                            
                                                            581
                                                            
                                                            
                                                            
                                                            5.29
                                                            %Interest
      Bearing Demand Deposits
                                                            
                                                            
                                                            4,757
                                                            
                                                            
                                                            
                                                            39
                                                            
                                                            
                                                            
                                                            3.28
                                                            %Time
      Deposits
                                                            
                                                            
                                                            3,194
                                                            
                                                            
                                                            
                                                            29
                                                            
                                                            
                                                            
                                                            3.63
                                                            %Other
      Borrowings
                                                            
                                                            
                                                            7,635
                                                            
                                                            
                                                            
                                                            49
                                                            
                                                            
                                                            
                                                            2.57
                                                            %Total
                                                            
                                                            
                                                            15,586
                                                            
                                                            
                                                            
                                                            117
                                                            
                                                            
                                                            
                                                            3.00
                                                            %Net
      Interest Income/spread
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            464
                                                            
                                                            
                                                            
                                                            2.29
                                                            %Net
      yield on earning assets
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            4.22
                                                            %




Results
of Operations for the Nine Months Ended September 30, 2009 and 2008





We
incurred a net loss of $2,366,896 and $2,623,090 for the nine months ended
September 30, 2009 and 2008, respectively. For the nine months ended September
30, 2009, we realized $3,098,367 in interest income, consisting primarily of
$1,755,787 from loan revenue and $1,341,103 from investment revenue.
Additionally, $739,085 of non-interest income was recognized from the gain on
sale of investment securities.  Interest income was negatively
impacted during the period ended September 30, 2009 by loans placed on
non-accrual.  During the second quarter, a loan amounting to
$3,500,000 was placed on non-accrual and $43,750 was charged to the income
statement and added to our provision for loan loss of 2009.  A second
loan amounting to $448,141 was also placed on non-accrual and provision
amounting to $448,141 was charged to the income statement and added to our
provision for loan loss during the third quarter of 2009.  As a result
of these actions, the Bank recognized an interest income reversal amounting to
$82,968 during the second quarter.  During the third quarter of 2009,
$448,141 was subsequently charged off against our allowance for loan
loss.  During the third quarter ended September 30, 2009, loans
amounting to $3,149,359 were placed on non-accrual and an additional $745,570
was added as a specific reserve for a non-performing loan.  This is a
commercial real estate loan and in the opinion of management, the loan is well
collateralized.  As a result of these actions, the Bank recognized an
interest income reversal amounting to $64,620 during the third quarter and added
a cumulative $810,310 to loan loss reserve during the third
quarter.





21




For the
nine months ended September 30, 2008, we realized $1,389,404 in interest income
consisting primarily of $965,099 from investment activities and $301,365 from
loan activities.  Over time, we anticipate that loan revenue will
comprise an increasing share of total revenue.  Since we commenced
business in the spring of 2008, the government, government agency and investment
grade debt markets have provided extraordinary opportunities for superior
risk-adjusted returns.  As such, we have invested in these markets
along with our primary mission of investing in commercial-grade
loans.  Our ability to develop an income stream and recognize
securities gains in recent periods has served as a welcome buffer against
expense as we endeavor to build our balance sheet to a level of profitability.
We anticipate the growth in loans in future quarters will drive the growth in
assets and interest income.  Provision expense against loan loss
amounted to $1,522,610 during the nine months ended September 30,
2009.  The total allowance for loan loss amounted to $1,476,359 at
September 30, 2009.  Provision expense during the third quarter of
2008 amounted to $296,980.  Total allowance for loan loss amounted to
$296,980 at September 30, 2008. The total allowance for loan loss amounted to
$401,890 at December 31, 2008.  The allowance for loan losses is
increased by charging provision expense and by recoveries of loans previously
charged-off.  To date, the Company has charged-off one loan in the
amount of $448,141.




The
primary sources of funding for our loan portfolio are deposits, Federal Home
Loan advances and other sources of institutional funding. For the period ended
September 30, 2009, we incurred interest expense of $973,475 related to deposit
accounts, $209,815 related to Federal Home Loan Bank advances, and $3,059
related to other borrowings.  For the nine months ended September 30,
2008, we incurred interest expense of $86,282 related to deposit accounts and
$74,340 of interest expense related to Federal Home Loan Bank
advances.





We
incurred non-interest expenses amounting to $3,513,571 and $3,592,520 during the
nine months ended September 30, 2009 and 2008, respectively.  Included
in non-interest expense for the nine months ended September 30, 2009 is
$2,044,280 in salaries and employee benefits, $478,081 of occupancy and
equipment and $991,210 in other expense.  Occupancy expense increased
by $253,782 compared to the nine months ended September 30, 2008 as result of
our opening the Peachtree Pavilion branch in October 2008 and the opening of our
Alpharetta headquarters office in September 2009. The primary components of
other operating expenses for the nine months ended September 30, 2009 were
$177,857 in data processing and IT related services, $130,579 for advertising
and marketing and $106,243 in legal fees.





The
non-interest expense incurred in the nine months ended September 30, 2008 was
$3,592,520. Included in non-interest expense was $2,768,079 in salaries and
employee benefits, $179,934 of occupancy and equipment expenses, and $644,507 in
other operating expenses. Included in salaries and employee benefits expense for
the nine months ended September 30, 2008 was $1,318,033 of expense related to
the issuance of warrants to organizers and directors of the Company, and $83,737
of expense related to the issuance of options to employees. Additionally, the
primary components of other operating expenses included $78,453 in expense
related to advertising and marketing, $86,731 in data processing and IT related
services, $37,625 related to the issuance of warrants to an organizational
consultant for the Bank, $52,856 in printing and supplies, $57,199 in legal fees
and $52,709 in accounting fees.





The
following tables calculate the net yield on earning assets for the nine months
ended September 30, 2009 and 2008, respectively.  Net yield on earning
assets amounted to 2.98% for the nine months ended September 30, 2009, which
represents a decrease of 204 basis points from the first nine months of
2008.  The decline is due primarily to the increase in the Bank’s
leverage over the comparative periods and an increase in non-performing
loans.  Through the first nine months of 2008, most of the company’s
assets were funded from initial capital, which carries no explicit funding
expense.  Subsequent assets have been funded primarily with
interest-bearing liabilities.  In an effort to build a client base, we
have occasionally offered promotional rates on certain deposit
products.  While our promotional rates have been successful in
attracting new depositors, the higher-cost funds have incrementally reduced our
margin over the prior year.  Further, the comparative decline is
related to the reversal of $147,988 of accrued interest income associated with
loans placed on non-accrual during the period.  This income reversal,
in conjunction with $6,649,360 of non-performing loan assets on the books at
September 30, 2009, serve to reduce the comparative margin.





22





For
      the nine months ended September 30, 2009Dollars
      In ThousandsAvg.
      Bal.
                                        
                                        
                                        Int
      Inc/Exp
                                        
                                        
                                        Yield/CostFederal
      Funds sold
                                        
                                        
                                        858
                                        
                                        
                                        
                                        1
                                        
                                        
                                        
                                        0.16
                                        %Securities
                                        
                                        
                                        33,494
                                        
                                        
                                        
                                        1,264
                                        
                                        
                                        
                                        5.03
                                        %Loans
                                        
                                        
                                        43,376
                                        
                                        
                                        
                                        1,756
                                        
                                        
                                        
                                        5.40
                                        %Other
                                        
                                        
                                        7,918
                                        
                                        
                                        
                                        77
                                        
                                        
                                        
                                        1.30
                                        %Total
                                        
                                        
                                        85,646
                                        
                                        
                                        
                                        3,098
                                        
                                        
                                        
                                        4.82
                                        %Interest
      Bearing Demand Deposits
                                        
                                        
                                        23,436
                                        
                                        
                                        
                                        472
                                        
                                        
                                        
                                        2.69
                                        %Time
      Deposits
                                        
                                        
                                        22,609
                                        
                                        
                                        
                                        501
                                        
                                        
                                        
                                        2.95
                                        %Other
      Borrowings
                                        
                                        
                                        12,577
                                        
                                        
                                        
                                        213
                                        
                                        
                                        
                                        2.26
                                        %Total
                                        
                                        
                                        58,622
                                        
                                        
                                        
                                        1,186
                                        
                                        
                                        
                                        2.70
                                        %Net
      Interest Income/spread
                                        
                                        
                                        
                                        
                                        
                                        
                                        1,912
                                        
                                        
                                        
                                        2.12
                                        %Net
      yield on earning assets
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        2.98
                                        %For
      the nine months ended September 30, 2008Dollars
      In ThousandsAvg.
      Bal.
                                        
                                        
                                        Int
      Inc/Exp
                                        
                                        
                                        Yield/CostFederal
      Funds sold
                                        
                                        
                                        5,793
                                        
                                        
                                        
                                        123
                                        
                                        
                                        
                                        2.83
                                        %Securities
                                        
                                        
                                        18,128
                                        
                                        
                                        
                                        918
                                        
                                        
                                        
                                        6.75
                                        %Loans
                                        
                                        
                                        6,564
                                        
                                        
                                        
                                        301
                                        
                                        
                                        
                                        6.11
                                        %Other
                                        
                                        
                                        2,135
                                        
                                        
                                        
                                        47
                                        
                                        
                                        
                                        2.94
                                        %Total
                                        
                                        
                                        32,620
                                        
                                        
                                        
                                        1,389
                                        
                                        
                                        
                                        5.68
                                        %Interest
      Bearing Demand Deposits
                                        
                                        
                                        2,029
                                        
                                        
                                        
                                        47
                                        
                                        
                                        
                                        3.09
                                        %Time
      Deposits
                                        
                                        
                                        1,465
                                        
                                        
                                        
                                        39
                                        
                                        
                                        
                                        3.55
                                        %Other
      Borrowings
                                        
                                        
                                        3,779
                                        
                                        
                                        
                                        74
                                        
                                        
                                        
                                        2.61
                                        %Total
                                        
                                        
                                        7,273
                                        
                                        
                                        
                                        160
                                        
                                        
                                        
                                        2.93
                                        %Net
      Interest Income/spread
                                        
                                        
                                        
                                        
                                        
                                        
                                        1,229
                                        
                                        
                                        
                                        2.75
                                        %Net
      yield on earning assets
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        5.02
                                        %





23





Assets
and Liabilities





General


A bank’s
assets consist primarily of loans, investments and property.  A bank’s
liabilities consist primarily of the deposits and other borrowings that it uses
to fund assets. At September 30, 2009, we had total assets of $114,300,096,
consisting principally of $45,582,913 in securities, $53,266,460 in net loans,
$4,896,350 in interest-bearing accounts with other banks, and $5,497,357 in
premises and equipment. Total assets increased by $43,097,546 since December 31,
2008, at which time we had total assets of $71,202,550. Assets as of December
31, 2008 consisted of cash and deposits due from banks of $1,029,163, federal
funds sold of $1,297,000, interest-bearing accounts with other banks of
$4,073,041, securities available for sale of $24,978,686, securities held to
maturity $2,472,490, premises and equipment of $3,873,011, net loans of
$31,553,475 and accrued interest receivable $430,972, restricted stock of
$1,329,550 and other assets of $165,162.





During
the nine months ended September 30, 2009, we have maintained significant levels
of cash and equivalents on the balance sheet as result of growing deposit
inflows and lower than anticipated loan demand.  Our investment
securities portfolio increased by $18,131,737 over the period as we continued to
deploy available funds into high-grade agency and corporate debt
obligations.  Loan balances increased during the period by $21,712,985
or 69% as we continued to prudently build a portfolio of commercial loans and
lending facilities.





Liabilities
increased by $45,066,471 or 113% from December 31, 2008 to September 30,
2009.  Liabilities at September 30, 2009 amounted to $84,785,152,
consisting principally of $67,742,933 in deposits, $11,400,000 in Federal Home
Loan Bank advances, and $5,000,000 in other borrowings.  Other
borrowings at September 30, 2009 consisted of a short term advance from the
Federal Reserve’s Term Auction Facility.  During the nine month
period, total deposits increased by $39,966,283 or 144% as business and
marketing efforts increased the number and size of the Bank’s depositing
clients.  Non-interest bearing balances increased by $2,482,338 or
139%. Our liabilities at December 31, 2008 were $39,718,681 and consisted
of deposits of $27,776,650, Federal Home Loan Bank advances of $11,400,000 and
other liabilities of $542,031, including interest payable.





At
September 30, 2009, shareholders’ equity was amounted to
$29,514,944.  During the first quarter, $500,000 was injected into the
Bank from the Company to replenish capital reserves as result of ongoing losses
incurred during our start-up period. An additional $500,000 was injected into
the Bank during the third quarter. The injections were made to comfortably
maintain the Bank’s legal lending limit, which in general amounts to 15% of
capital and surplus.  Shareholders’ equity at December 31, 2008
was $31,483,869.





Investments


At
September 30, 2009, the carrying value of our securities and restricted stock
amounted to $46,949,763. This included $34,401,461 in mortgage backed
securities, $11,181,452in corporate bonds and
$1,366,850 in restricted equity securities.  The restricted equity
securities are comprised of stock in the Federal Reserve Bank of Atlanta and the
Federal Home Loan Bank of Atlanta.  The carrying value of securities
and restricted stock increased by $18,169,037 or 63% from December 31, 2008 to
September 30, 2009. As of December 31, 2008, the carrying value of our
securities and restricted stock amounted to $28,780,726.





Loans


Since
loans typically provide higher interest yields than other types of interest
earning assets, we intend over time to invest a substantial portion of our
earning assets in our loan portfolio. At September 30, 2009, our loan portfolio
consisted of $14,768,254 of construction and land development loans, $30,693,408
in other real estate loans, $1,486,364 in consumer loans, $7,653,443 in
commercial and industrial loans, and $141,788 in other loans.





Total net
loans increased during the nine months ended September 30, 2009 by $21,712,985
to $53,266,460 at September 30, 2009 from $31,553,475 at December 31,
2008.





Provision
and Allowance for Loan Losses





We have
established an allowance for loan losses through a provision expense charged
against earnings to our consolidated statement of operations. The allowance for
loan losses was $1,476,359 as of September 30, 2009, an increase of $1,074,469
from December 31, 2008 when the allowance for loan losses was $401,890. The
allowance for loan losses represents an amount which we believe will be adequate
to absorb probable losses on existing loans that may become uncollectible. Our
judgment as to the adequacy of the allowance for loan losses is based on a
number of assumptions regarding current portfolio and economic conditions, which
we believe to be reasonable, but which may or may not prove to be accurate. Over
time, we will periodically determine the amount of the allowance based on our
consideration of several factors, including an ongoing review of the quality,
mix and size of our overall loan portfolio, our historical loan loss experience,
evaluation of economic conditions and other qualitative factors, specific
problem loans and commitments that may affect the borrower’s ability to
pay.





24




Periodically,
we will adjust the amount of the allowance based on changing circumstances. We
will charge recognized losses to the allowance and add subsequent recoveries
back to the allowance for loan losses. There can be no assurance that
charge-offs of loans in future periods will not exceed the allowance for loan
losses as estimated at any point in time or that provisions for loan losses will
not be significant to a particular accounting period.




Information regarding allowance for
loan loss data for the three and nine months ended September 30, 2009 is as
follows:


Three
      months
              
              
              Nine
      monthsended
              
              
              endedSeptember
      30, 2009
              
              
              September
      30, 2009Balance
      at beginning of period
              
              $
              1,105,340
              
              
              $
              401,890Charge-offs:Commercial
      and Industrial
              
              $
              (448,141
              )
              
              $
              (448,141
              )Additions
      charged to expense during the period
              
              
              819,160
              
              
              
              1,522,610Balance
      at end of period
              
              $
              1,476,359
              
              
              $
              1,476,359




Nonperforming
Assets





The Bank
had four non-accrual loans as of September 30, 2009 amounting to $6,649,360, or
5.82% of total assets and 12.48% of gross loans. All of our non-accrual loans
are secured by real estate. We have evaluated the underlying collateral on these
loans and believe that the collateral on these loans is sufficient to minimize
future losses. We believe the provision of $1,522,610 for the nine months ended
September 30, 2009 to be adequate.





Placing
theses loans on non-accrual status resulted in an interest income reversal of
$82,968 during the second quarter and $64,920 during the third quarter of 2009.
The Bank charged off one loan in the third quarter of 2009 amounting to
$448,141. Generally, a loan is placed on non-accrual status when it becomes 90
days past due as to principal or interest, or when we believe, after considering
economic and business conditions and collection efforts, that the borrower’s
financial condition is such that collection of the loan is
doubtful.  The interest on loans is discontinued when, in management’s
opinion, the borrower may be unable to meet payments as they become due. When
interest accrual is discontinued, all unpaid accrued interest is reversed.
Interest income is subsequently recognized only to the extent cash payments are
received. Loans are returned to accrual status when all the principal and
interest amounts contractually due are reasonably assured of repayment within a
reasonable time frame.





The
company has allocated $872,437 in specific reserves relating to impaired loans
as of September 30, 2009.  The allowance for loan losses is increased
by charging reserves against income and by recoveries from loans previously
charged off.





Premises
and Equipment





Premises
and Equipment amounted to $5,497,357 as of September 30, 2009 which represents
an increase of $1,624,346 from December 31, 2008. The increase resulted
principally from the acquisition of a headquarters building and associated
equipment for $1,675,000 that was purchased during the second
quarter.  A Current Report on Form 8-K describing this transaction was
filed with the SEC on June 26, 2009.





Deposits





Our
primary source of funds for loans and securities are our customer deposits,
Federal Home Loan Bank advances and other borrowings. At September 30, 2009, we
had $67,742,933 in deposits, which consisted primarily of $4,274,475 in
non-interest bearing demand deposit accounts, $34,132,155 in time deposits, and
$29,336,303 of other interest bearing accounts.  Deposits increased
$39,966,283 or 144% from December 31, 2008 at which time deposits totaled
$27,776,650 and consisted primarily of $1,792,137 in non-interest bearing demand
deposit accounts, $10,634,756 in time deposits, and $15,349,757 of other
interest bearing accounts.





Liquidity





Liquidity
represents the ability of a company to convert assets into cash or cash
equivalents without significant loss, and the ability to raise additional funds
by increasing liabilities. For an operating bank, liquidity represents the
ability to provide steady sources of funds for loan commitments and investment
activities, as well as to maintain sufficient funds to cover deposit withdrawals
and payment of debt and operating obligations. Liquidity management involves
monitoring our sources and uses of funds in order to meet our day-to-day cash
flow requirements, while maximizing profits. Liquidity management is made more
complicated because different balance sheet components are subject to varying
degrees of management control. For example, the timing of certain maturities in
our loan and investment portfolios are fairly predictable and subject to a high
degree of control at the time investment decisions are made. However, other
securities are subject to accelerated prepayments, which can affect the duration
of the asset.  In general, deposit inflows and outflows are less
predictable than asset inflows and outflows, and are not subject to the same
degree of control.  As such, the practice of managing the balance and
maturities of assets and liabilities on the balance sheet requires continuous
attention.





25




Our
primary sources of liquidity are deposits, borrowings, scheduled repayments on
our loans, and interest on and maturities of our securities. We plan to meet our
future cash needs through the liquidation of temporary investments and the
generation of deposits. Occasionally, we might sell securities in connection
with the management of our interest sensitivity gap or to to manage cash
availability. We may also utilize our cash and Due From Bank accounts, security
repurchase agreements, and federal funds sold to meet liquidity requirements as
needed. In addition, we have the ability, on a short-term basis, to purchase
federal funds from other financial institutions. As of September 30, 2009, our
primary source of liquidity included our securities portfolio, lines of credit
available with correspondent banks totaling $14,900,000, and lines of credit
with the Federal Home Loan Bank of Atlanta and the Federal Reserve Bank of
Atlanta. We believe our liquidity levels are adequate to meet our operating
needs.





Off-Balance
Sheet Risk





Through
the operations of the Bank, we have made contractual commitments to extend
credit in the ordinary course of our business activities. These commitments are
legally binding agreements to lend money to our customers at predetermined
interest rates for a specified period of time. At September 30, 2009 and
December 31, 2008 we had issued commitments to extend credit of approximately
$13,195,000 and $6,871,000 respectively through various types of lending
arrangements. We evaluate each customer’s credit worthiness on a case-by-case
basis. The amount of collateral obtained, if deemed necessary by us upon
extension of credit, is based on our credit evaluation of the borrower.
Collateral varies but may include accounts receivable, inventory, property,
plant and equipment, and commercial and residential real estate. We manage the
credit risk on these commitments by subjecting them to normal underwriting and
risk management processes.





Capital
Resources





Total
shareholders’ equity decreased $1,968,295 or 6.25% from $31,483,869 at December
31, 2008 to $29,514,944 at September 30, 2009.  During the first
quarter of 2009, the Company injected an additional $500,000 into the Bank to
replace depleted reserves and comfortably maintain the Bank’s lending limit,
which in general amounts to 15% of capital. The Bank received an additional
$500,000 in capital from the Company during the third quarter.





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





Under the
capital adequacy guidelines, regulatory capital is classified into two tiers.
These guidelines require an institution to maintain a certain level of Tier 1
and Tier 2 capital to risk-weighted assets. Tier 1 capital consists of common
shareholders’ equity, excluding the unrealized gain or loss on securities
available for sale, minus certain intangible assets. In determining the amount
of risk-weighted assets, all assets, including certain off-balance sheet assets,
are multiplied by a risk-weight factor of 0% to 100% based on the risks believed
to be inherent in the type of asset. Tier 2 capital consists of Tier 1 capital
plus the reserve for loan losses, subject to certain limitations. We are also
required to maintain capital at a minimum level based on total average assets,
which is known as the Tier 1 leverage ratio.




At the
bank level, we are subject to various regulatory capital requirements
administered by the federal banking agencies. To be considered “adequately
capitalized” under these capital guidelines, we must maintain a minimum total
risk-based capital of 8%, with at least 4% being Tier 1 capital. In addition, we
must maintain a minimum Tier 1 leverage ratio of at least 4%. To be considered
“well-capitalized,” we must maintain total risk-based capital of at least 10%,
Tier 1 capital of at least 6%, and a leverage ratio of at least 5%. For the
first years of operation, during the Bank’s “de novo” period, the Bank will be
required to maintain a leverage ratio of at least 8%. The Bank exceeded its
minimum regulatory capital ratios as of September 30, 2009, as well as the
ratios to be considered “well capitalized.”




26





The
following table sets forth the Bank’s various capital ratios at September 30,
2009.




BankTotal
      risk-based capital
                  
                  
                  31.13
                  %Tier
      1 risk-based capital
                  
                  
                  29.88
                  %Leverage
      capital
                  
                  
                  23.85
                  %





We
believe that our capital is sufficient to fund the activities of the Bank in its
initial stages of operation and that the rate of asset growth will not
negatively impact the capital base. As of September 30, 2009 there were no
significant firm commitments outstanding for capital expenditures.





Critical
Accounting Policies





We have
adopted various accounting policies, which govern the application of accounting
principles generally accepted in the United States of America in the preparation
of our financial statements.





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





We
believe that the determination of the allowance for loan losses is the critical
accounting policy that requires the most significant judgments and estimates
used in preparation of our consolidated financial statements. Refer to section
“Allowance for Loan Losses” in this report on Form 10-Q for a more detailed
description of the methodology related to the allowance for loan
losses.





Item 3. Quantitative and
Qualitative Disclosure About Market Risk





Not
applicable.





Item 4. Controls and
Procedures





As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as defined in Exchange Act Rule
13a-15(e).  Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer have concluded that our current disclosure controls
and procedures are effective as of September 30, 2009.  There have
been no significant changes in our internal controls over financial reporting
during the fiscal quarter ended September 30, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.





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





Part
II – Other Information





Item
6.  Exhibits





31.1
            
            Rule
      13a-14(a) Certification of the Principal Executive
  Officer.31.2
            
            Rule
      13a-14(a) Certification of the Principal Financial
  Officer.32.1
            
            Section
      1350 Certification of the Principal Executive Officer.32.2
            
            Section
      1350 Certification of the Principal Financial
  Officer.





27





SIGNATURES




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





Touchmark
      Bancshares, Inc.Date:  November
      16, 2009
              By:
              /s/ William R. ShortWilliam
      R. ShortPresident
      and Chief Executive Officer(Principal
      Executive Officer)Date:
      November 16, 2009
              By:
              /s/ Robert D. KoncerakRobert
      D. KoncerakChief
      Financial Officer(Principal
      Financial Officer and Principal Accounting
  Officer)




28





EXHIBIT
INDEX




ExhibitNumber
              
              Description31.1
              
              Rule
      13a-14(a) Certification of the Principal Executive
  Officer.31.2
              
              Rule
      13a-14(a) Certification of the Principal Financial
  Officer.32.1
              
              Section
      1350 Certification of the Principal Executive Officer.32.2
              
              Section
      1350 Certification of the Principal Financial
  Officer.




29