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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-KSB



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(Mark one)

|x | ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934,
|- | -------------------------------------------------------------------------------

For the fiscal year ended December 31, 2005

OR



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

For the transition period from  to

Commission file number 000-50719



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VISION BANCSHARES, INC.

(Name of small business issuer in its charter)



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|                                                         |  |                                     
|-------------------------------------------------------- |  | ------------------------------------
|Alabama                                                  |  | 63-1230752                          
|(State or jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|2200 Stanford Road, Panama City, Florida |  | 32405     
|(Address of principal executive offices) |  | (Zip Code)

Issuers telephone number (251) 967-4212



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Securities registered under
Section 12(b) of the Exchange Act:

NONE

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $1.00

Title of class



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Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act ̈



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

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ̈

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

State issuers revenues for its most recent fiscal year.  $40,584,567

State the aggregate market value of
the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)  $68,266,291

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.    Yes ̈No ̈

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the
issuers classes of common equity, as of the latest practicable date. 6,063,462 shares outstanding as of March 15, 2006



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DOCUMENTS INCORPORATED BY REFERENCE.

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (Securities Act). The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).Certain sections of the registrants Proxy Statement for the 2006 Annual Meeting of Stockholders (Part III).

Transitional Small Business Disclosure Format (Check one):    Yes ̈;    No  x



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TABLE OF CONTENTS



|         |  |                                                                                                                 |  |   
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | --
|PART I   |  | 1                                                                                                              
|         |  |                                                                                                                
|ITEM 1   |  | DESCRIPTION OF BUSINESS                                                                                         |  | 1 
|ITEM 2   |  | DESCRIPTION OF PROPERTIES                                                                                       |  | 4 
|ITEM 3   |  | LEGAL PROCEEDINGS                                                                                               |  | 5 
|ITEM 4   |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                             |  | 5 
|         | 
|PART II  |  | 6                                                                                                              
|         |  |                                                                                                                
|ITEM 5   |  | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                        |  | 6 
|ITEM 6   |  | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                       |  | 7 
|ITEM 7   |  | FINANCIAL STATEMENTS                                                                                            |  | 31
|ITEM 8   |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                            |  | 31
|ITEM 8A  |  | CONTROLS AND PROCEDURES                                                                                         |  | 31
|ITEM 8B  |  | OTHER INFORMATION                                                                                               |  | 31
|         | 
|PART III |  | 32                                                                                                             
|         |  |                                                                                                                
|ITEM 9   |  | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT |  | 32
|ITEM 10  |  | EXECUTIVE COMPENSATION                                                                                          |  | 32
|ITEM 11  |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                  |  | 32
|ITEM 12  |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                  |  | 33
|ITEM 13  |  | EXHIBITS                                                                                                        |  | 34
|ITEM 14  |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                                                         |  | 37



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PART I

ITEM 1 DESCRIPTION OF BUSINESS

General

Vision Bancshares, Inc. (Vision Bancshares or the Company) was organized as an Alabama corporation on July 16, 1999 and is a
bank holding company under the Bank Holding Act of 1956, as amended. On February 1, 2005, Vision Bancshares relocated its corporate headquarters to 2200 Stanford Road, Florida, from Gulf Shores, Alabama.

Vision Bancshares does not have any significant operations and serves primarily as the parent company for Vision Bank, its wholly owned Alabama bank
subsidiary, (Vision Alabama) and Vision Bank, its wholly owned Florida bank subsidiary, (Vision Florida). Under the Bank Holding Company Act of 1956, as amended, Vision Bancshares, as a bank holding company, may engage in
certain bank related businesses that Vision Alabama and Vision Florida may not conduct, although Vision Bancshares has no present plans for such activities.

Vision Alabama is a state banking corporation organized under the laws of the State of Alabama. Vision Alabama provides general retail and commercial banking services principally to customers in Baldwin County,
Alabama through its seven locations in Gulf Shores, Orange Beach, Point Clear, Foley, Fairhope, Elberta and Daphne. Vision Alabama does not provide trust or fiduciary services, but may do so in the future. Vision Alabama opened for business on
March 29, 2000.

On October 15, 2004, Vision Bancshares completed its acquisition of BankTrust of Florida, formerly Wewahitchka
State Bank, located in Wewahitchka, Gulf County, Florida and changed the name of BankTrust of Florida to Vision Bank. Subsequent to the acquisition, the Company merged Vision Bank, FSB, its wholly owned federal savings bank operating
since January 2003 and located in Panama City, Florida, with and into Vision Florida. The main office for Vision Florida is located in Panama City, Florida. Vision Florida provides general retail and commercial banking services to customers in Bay,
Gulf, Okaloosa and Walton County in the panhandle of Florida through its seven full service offices located in Panama City, Panama City Beach, Santa Rosa Beach, Wewahitchka, Port St. Joe, Port St. Joe Beach and through its loan production office in
Destin.

Vision Bancshares and its subsidiaries have 174 full-time employees and 4 part-time employees.

Forward-Looking Statements

The following discussion
as well as other statements in this Form 10-KSB include forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements are not based on historical facts and may be identified by their reference to a future period or by the use of forward-looking terminology, such as anticipate, estimate, expect,
may and should. We caution you not to place undue reliance on these forward-looking statements. Actual results could differ materially from those indicated in such forward-looking statements due to a variety of factors. These
factors include, but are not limited to, changes in economic conditions and government fiscal and monetary policies, changes in



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prevailing interest rates and effectiveness of the Companys interest rate strategies, laws, regulations and regulatory authorities affecting financial
institutions, changes in and effectiveness of the Companys operating or expansion strategies, geographic concentration of the Companys assets and operations, competition from other financial services companies, unexpected financial
results or outcomes of legal proceedings, the limited loan loss experience in the Companys loan portfolio, unanticipated liabilities in, and consolidation problems associated with, the Companys recent acquisition of BankTrust of Florida,
and other risks detailed from time to time in the Companys press releases and filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances
occurring after the date of this Report.

Additional Information

We maintain a Website for Vision Alabama at www.visionbank.net and Vision Florida at www.visionbankfl.net. Among other items we make available on our Websites, we provide a link to our filings with the Securities and
Exchange Commission (SEC) provided on the SECs Website, www.sec.gov.

Risks in Industry

The banking business involves risks over which management has little, if any, direct control. Some of these risks include:



| |  |  | Loan Losses - Making loans involves the risk that loans will not be repaid by the borrower. Vision Alabama and Vision Florida reserves for potential loan losses, but there is
no precise method of predicting loan losses and reserves could be insufficient to absorb losses.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in Interest Rates - Changes in interest rates, especially increasing rates, can have a negative impact on profitability, especially if loans made at lower rates are
long-term loans.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Asset/Liability Management - The profitability of Vision Alabama and Vision Florida can be affected by the spread between its interest income and interest expense. If
interest expense is greater than interest income, or if interest expense increases at a rate higher than interest income, profitability could be affected negatively.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Competition

Banking is a highly competitive business. Because Vision Alabama and Vision Florida are
significantly smaller than the majority of our competitors, they may lack the financial and technological resources to compete successfully. Vision Alabama and Vision Florida compete for customers and employees with banks that are more established
as well as with other financial and depository institutions. Many of these institutions have much greater financial resources and experience. The banking business is becoming more dependent on technology, and many customers of banks are utilizing
new ways to conduct their banking business such as through the use of personal computers and the Internet. This technology is enabling financial institutions to reach potential customers in geographic areas and in ways not previously served by these



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institutions. In addition, existing legislation permits banks and bank holding companies to acquire and operate securities firms, insurance companies, and
other businesses in the financial services industry. This legislation may be particularly helpful to larger banks.

Regulations

Regulatory requirements may impose additional costs on Vision Alabama and Vision Florida and adversely affect profitability. State and federal banking
laws have a material effect on the business and operations of Vision Bancshares, Vision Alabama and Vision Florida. The operation of Vision Bancshares, Vision Alabama and Vision Florida are at all times subject to these laws, regulations and
procedures. The purpose of those laws is to protect the financial stability of the banking system and consumer and commercial confidence in that system and is not to protect investors. Vision Bancshares is required to comply with all such laws,
regulations and procedures.

Vision Bancshares is a bank holding company registered with, and subject to supervision by, the Board of
Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 (the BHC Act). The Federal Reserve Board may examine Vision Bancshares, Vision Alabama and Vision Florida.

Vision Alabama is a state bank organized under the laws of the State of Alabama and its deposits are insured by the Federal Deposit Insurance Corporation
(FDIC) up to the maximum amount permitted by law. Vision Alabama is subject to regulation, supervision and regular examination by the Superintendent of the Alabama State Banking Department and the FDIC. Federal and state banking laws and
regulations regulate, among other things, the scope of the banking business conducted by Vision Alabama, its loans and investments, reserves against deposits, mergers and acquisitions, borrowings, dividends, minimum capital requirements, and the
locations of branch offices and certain facilities. The relationships of Vision Alabama with its executive officers, directors and affiliates are also the subject of statutory and regulatory requirements. A wholly-owned subsidiary of Vision Alabama
is licensed to sell insurance products, including variable annuities, and is therefore subject to examination by the Alabama Department of Insurance and Alabama State Securities Commission.

Under the Alabama Banking Code, a state bank may not declare or pay a dividend in excess of 90% of the net earnings of such bank until the surplus of the
bank is equal to at least 20% of its capital, and thereafter the prior written approval of the superintendent is required if the total of all dividends declared by the bank in any calendar year exceeds the total of its net earnings for that year
combined with its retained net earnings for the preceding two years less any required transfers to surplus. No dividends, withdrawals or transfers may be made from the banks surplus without prior written approval of the superintendent.

Vision Florida is organized under the laws of the State of Florida and its deposits are insured by the FDIC up to the maximum amount
permitted by law. Vision Florida is subject to regulation, supervision and regular examination by the State of Floridas Office of Financial Regulation and the FDIC. Federal and state banking laws and regulations regulate, among other things,
the scope of the banking business conducted by Vision Florida, its loans and investments, reserves against deposits, mergers and acquisitions, borrowings, dividends, minimum capital requirements, and the locations of branch offices and certain
facilities. The relationships of Vision Florida to its executive officers, directors and affiliates are also the subject of statutory and regulatory requirements.



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Under Florida law, a bank generally may pay dividends out of net profits for the period for which
dividends are declared combined with retained net profits of the preceding two years. Before declaring a dividend on its common stock, a bank must carry 20 percent of its net profits for the preceding period that is covered by the dividend to its
surplus fund, until the same shall at least equal the amount of its common and preferred stock then issued and outstanding. A bank may not declare any dividend at any time at which its net income from the current year combined with the retained net
income from the preceding two years is a loss or which would cause the capital accounts of the bank to fall below the minimum amount required by law, regulation, order, or any written agreement with the office or a stat of federal regulatory agency.

ITEM 2 DESCRIPTION OF PROPERTIES



|                                              |  |                       
|--------------------------------------------- |  | ----------------------
|General Retail and Commercial Banking Offices |  | Loan Production Office
|Gulf Shores; AL                               |  | Destin, FL            
|                                              | 
|Orange Beach, AL                              |  |                       
|                                              | 
|Point Clear, AL                               |  |                       
|                                              | 
|Foley, AL                                     |  |                       
|                                              | 
|Fairhope, AL                                  |  |                       
|                                              | 
|Elberta, AL                                   |  |                       
|                                              | 
|Daphne, AL                                    |  |                       
|                                              | 
|Panama City, FL                               |  |                       
|                                              | 
|Panama City Beach, FL (two offices)           |  |                       
|                                              | 
|Santa Rosa Beach, FL                          |  |                       
|                                              | 
|Wewahitchka, FL                               |  |                       
|                                              | 
|Port St. Joe, FL                              |  |                       
|                                              | 
|Port St. Joe Beach, FL                        |  |                       

As of December 31, 2005 the executive offices of Vision Bancshares are located in Panama
City, Florida. The bank and its subsidiaries occupy offices throughout Baldwin County Alabama and Bay, Gulf, Okaloosa and Walton counties in Florida.

All of the branches described above are leased properties except for the Wewahitchka, Port St. Joe and Port St. Joe Beach properties which are owned by the Company or its subsidiaries.

Management insures and will continue to insure its properties adequately.



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ITEM 3 LEGAL PROCEEDINGS

Not Applicable.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.



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PART II

ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Companys common stock is not listed on any exchange, nor is it included on NASDAQ. However, trades may be reported on the OTC Bulletin Board
under the symbol VBAL.OB. The Company is aware that FIG Partners, LLC and Morgan Keegan & Company, Inc. currently make a market in the Companys common stock. Management is aware that there are also private transactions in
the Companys common stock and the data set forth below may not reflect all such transactions.

The following table summarizes the
range of sales prices of the Companys Common Stock for each quarter during the last two fiscal years. The quotations reflect the price that would be received by the seller without retail mark-up, mark-down or commissions and may not have
represented actual transactions:



|           |  |       |       |      |   |                |  |   |  
|---------- |  | ----- | ----- | ---- | - | -------------- |  | - | -
|Year 2004  |  | High* |       | Low* |   | Dividends Paid
|1stQuarter |  | $     | 10.13 |      | $ | 8.55           |  | $ | 0
|2ndQuarter |  | $     | 12.00 |      | $ | 8.95           |  | $ | 0
|3rdQuarter |  | $     | 11.50 |      | $ | 10.18          |  | $ | 0
|4thQuarter |  | $     | 12.50 |      | $ | 10.88          |  | $ | 0
|Year
2005  |  | High  |       | Low  |   | Dividends Paid
|1stQuarter |  | $     | 16.05 |      | $ | 12.50          |  | $ | 0
|2ndQuarter |  | $     | 18.10 |      | $ | 15.12          |  | $ | 0
|3rdQuarter |  | $     | 21.50 |      | $ | 16.75          |  | $ | 0
|4thQuarter |  | $     | 20.65 |      | $ | 18.70          |  | $ | 0

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|* | Price adjusted for split
|- | ------------------------

Stockholders

As of March 15, 2006, Vision Bancshares had approximately 1,025 shareholders of record.

Dividends

It is not likely in the near future
that Vision Bancshares will generate sufficient profit to justify paying dividends. Vision Bancshares will rely on dividend payments from Vision Alabama and Vision Florida in order to provide funds for the payment of dividends to its shareholders.
In addition, banking regulations restrict the payment of dividends under certain circumstances. The future dividend policy of Vision Bancshares will be subject therefore not only to banking regulations, but to the discretion of the directors, and
will be contingent on the financial condition and capital requirements of Vision Alabama and Vision Florida, general business conditions and other factors. Vision Bancshares has not paid any dividends and does not expect cash dividends to be paid
for the foreseeable future.



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ITEM 6 MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The purpose of this discussion and
analysis is to focus on significant changes in the financial condition of Vision Bancshares and its subsidiaries and on their results of operations during 2005 and 2004. Virtually all of the Companys operations are contained in its two banking
subsidiaries, Vision Alabama and Vision Florida (together, the Banks). This discussion and analysis is intended to supplement and highlight information contained elsewhere in this annual report on Form 10-KSB, particularly the
consolidated financial statements and related notes and the selected financial data presented elsewhere in this Report.

OVERVIEW

Executive Summary

Vision Bancshares is a $587.9
million financial institution with community banking offices, operations and team members located in Baldwin County, Alabama, Bay County, Florida, Walton County, Florida, Okaloosa County, Florida and Gulf County, Florida. Vision Bancshares gathers
substantially all of its deposits in these market areas. We use these deposits, as well as other financing sources, to fund our loan and investment portfolios. We earn interest income on our loans and investments and pay interest on customer
deposits and other borrowed funds. In addition, we generate non-interest income from a number of sources including deposit and loan services, and sales of residential loans, insurance and investment products. Our principal non-interest expenses
include employee compensation and benefits, occupancy and equipment related costs, technology and other administrative expenses. Our volumes and, accordingly, our financial results are affected by the economic environment, including interest rates,
consumer and business confidence and spending, as well as the competitive conditions within our industry and market.

Our subsidiaries are
community banks and we believe our customers select the Vision Banks for banking and other financial services based on our ability to assist them by understanding and anticipating their individual financial needs and providing excellent customer
service. Our major strengths include: a stable, low cost core deposit base; a focus on quality assets; strong service culture; personal commitment to our local communities and high individual service to our customers. Our weaknesses include lower
than average capital ratios when compared against our peers, and less than desired market share in some of our geographic markets. In 2005, management implemented strategies to address these weaknesses. With respect to our capital position, the
Company issued trust preferred securities in 2005 to provide sufficient capital to support the Companys growth and expansion activities. Going forward, management also anticipates strengthening our capital ratios through the internal
generation of earnings. To address the weakness in our position in certain markets, Vision Bancshares continued its expansion by adding two new banking offices and converting one existing office to a full service location in 2005. Going forward, our
growth through acquisition or otherwise is significantly dependent upon our capital levels.



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In 2005, the Company continued its efforts to strengthen its back office and information technology
systems by centralizing specific bank functions. Vision Bancshares believes that the simplification of the organizational structure, the strengthening of the loan review procedures and improvement of the back office operations will position the
Company to take advantage of the opportunities to grow our business within our market areas.

For the year ended December 31, 2005, we
reported consolidated net income of $6.7 million compared to consolidated net income of $1.2 million for the year ended December 31, 2004. The Company had earnings of $1.10 and $1.04 per share on basic and diluted basis, respectively, for the
year 2005 versus earnings per share of $0.22 and $0.21 on basic and diluted basis, respectively for the year 2004. This increase in financial performance in 2005 was due to strong net interest income growth of $14.2 million or 121.3%, primarily due
to our successful acquisition of BankTrust of Florida in October of 2004 and solid internal loan growth paired with the benefits of having an asset sensitive balance sheet in a rising interest rate environment. The increase in net interest income
was driven by the increase in earning assets that were funded, in part, with low cost core deposits. The cost of funds increased at a slower rate than the increase in the yield on earning assets. Fee income reached record levels in 2005 as a result
of our growth. Our provision for loan losses decreased year over year primarily due to an increase in reserves at year-end 2004. This increase in reserves at year-end 2004 was to protect against any unforeseen possible losses due to the acquisition
of BankTrust of Florida and the potential economic impact of hurricane Ivan in the Vision Alabama market area. As the effects of these events were minimal and the credit quality of the loan portfolio remained good, the loan loss percentage decreased
during the year 2005 and lesser provisions for loan loss were needed. Our operating expense as a percentage of average assets declined from the year ended 2004 as compared to 2005. See Results of Operations below for more details as to
the factors, which affect year-over-year performance.

In January 2005, the Companys board of directors granted options to certain
employees which were immediately vested upon grant to mitigate the impact of the adoption of SFAS 123(R) on the Company in future years. The board of directors took the foregoing action in the strong belief that it is in the best interest of
shareholders to minimize the future compensation expense associated with stock options upon adoption of SFAS 123(R). The adoption of SFAS 123(R) will not have a material impact on the financial condition or the results of operations for the first
quarter of 2006 or for the year ended December 31, 2006.

Critical Accounting Estimates

Vision Bancshares prepares its financial statements in accordance with accounting principles generally accepted in the United States. Note 2 to the
consolidated financial statements discusses certain accounting principles and methods of applying those principles that are particularly important to this process. In applying these principles to determine the amounts and other disclosures that are
presented in the financial statements and discussed in this section, the Company is required to make estimates and assumptions.

Allowance for Loan
Losses

Vision Bancshares believes that the determination of its estimates of the allowance for loan losses involves a higher degree of
judgment and complexity than its application of other



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significant accounting policies. Although management uses available information to recognize losses on loans, because of uncertainties associated with local
economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that changes can occur in the allowance for loan losses. However, the amount of the change that is reasonably possible cannot be estimated.
Factors considered in this determination and the processes used by management are discussed in Note 2 to the consolidated financial statements. Also, see our discussion of Loans and Allowance for Loan Losses practices below.

Goodwill and Other Intangible Assets

Goodwill
represents the excess of cost over the fair value of the net assets purchased in a business combination. Goodwill is required to be tested annually for impairment or whenever events occur that may indicate that the recoverability of the carrying
amount is not probable. In the event of impairment, the amount by which the carrying amount exceeds the fair value would be charged to earnings.

The Company performs an annual test of impairment and determined that there was no impairment in the carrying value of goodwill for the year ended December 31, 2005. Goodwill amounting to $0.1 million has been allocated to the Vision
Alabama operating unit. As a result of the acquisition of BankTrust of Florida and subsequent merger of Vision Bank, FSB, goodwill amounting to $3.3 million and a core deposit intangible of $0.6 million was allocated to the Vision Floridas
operating unit. The core deposit intangible was $0.5 million and $0.6 million at December 31, 2005 and 2004, respectively. There has been no impairment of goodwill since the date of acquisition.

Intangible assets consist of core deposit premiums acquired in connection with the business combinations. The core deposit premium is initially
recognized based on a valuation performed as of the consummation date. The core deposit premium is amortized over the average remaining life of the acquired customer deposits, or five to eight years. Amortization periods are reviewed annually in
connection with the annual impairment testing of goodwill.

CURRENT INTEREST RATE ENVIRONMENT

Net interest income represents the majority of the Companys revenues. Accordingly, the interest rate environment has a substantial impact on Vision
Bancshares earnings. The Company currently has an asset sensitive balance sheet. An institution that maintains an asset sensitive balance sheet generally experiences reduced net interest income in a declining interest rate environment, while
earnings are enhanced in an increasing interest rate cycle. The rise in the interest rate environment during 2005 had a favorable impact on our margin and Vision Bancshares would expect to benefit further from any substantial increase in interest
rates if they occur in 2006. The impact of a low and declining interest rate environment in 2003 and early part of 2004 were mitigated in part by our growth and the rate floors on many of our loans. See our discussion of Asset and Liability
Management practices below, including the estimated impact of changes in interest rates on Vision Bancshares net interest income.



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FINANCIAL CONDITION

Interest-Earning Assets

In banking, the predominant interest-earning assets are loans and investment securities. The
proportion of interest earning assets to total assets measures the effectiveness of managements efforts to invest available funds into the most profitable interest-earning assets. An overview of the interest-earning assets follows:

COMPOSITION OF INTEREST-EARNING ASSETS



|                                  |  |                |         |                 |       |   |                |      |                 |  |       |                |  |                 |         |  |       |  
|--------------------------------- |  | -------------- | ------- | --------------- | ----- | - | -------------- | ---- | --------------- |  | ----- | -------------- |  | --------------- | ------- |  | ----- | -
|                                  |  | December 31,   |        
|                                  |  | 2005           |         |                 | 2004  |   |                | 2003 |                
|(dollars in thousands)            |  | AverageBalance |         | Percent ofTotal |       |   | AverageBalance |      | Percentof Total |  |       | AverageBalance |  | Percentof Total |        
|Loans net of unearned income (1)  |  | $              | 447,711 |                 | 87.9  | % |                | $    | 243,420         |  | 82.7  | %              |  | $               | 142,869 |  | 86.4  | %
|Available for sale securities (2) |  |                | 32,457  |                 | 6.4   | % |                |      | 21,756          |  | 7.4   | %              |  |                 | 12,592  |  | 7.6   | %
|Other interest-earning assets     |  |                | 28,973  |                 | 5.7   | % |                |      | 29,081          |  | 9.9   | %              |  |                 | 9,948   |  | 6.0   | %
|                                  |  |                |         |                 |       |   |                |      |                 |  |       |                |  |                 |         |  |       |  
|Total                             |  | $              | 509,141 |                 | 100.0 | % |                | $    | 294,257         |  | 100.0 | %              |  | $               | 165,409 |  | 100.0 | %
|                                  |  |                |         |                 |       |   |                |      |                 |  |       |                |  |                 |         |  |       |  

---

|(1) | Includes loans held for sale
|--- | ----------------------------

|(2) | Available for sale securities excludes adjustment for market valuation and certain noninterest-earning marketable equity securities
|--- | -----------------------------------------------------------------------------------------------------------------------------------

Loans and Allowance for Loan Losses

Total loans, net
of unearned income (excluding loans held for sale) increased 44.7%, or $154.2 million, from year-end 2004, and the prior year total was up 97.4%, or $170.3 million, from the end of 2003. Average loans for 2005 (excluding loans held for sale) were
83.3%, or $201 million, above the prior years level. This growth in total loans outstanding during 2005 resulted from continued loan demand in the Vision Alabama and Vision Florida markets and from the acquisition of BankTrust of Florida. The
growth reflects new customer and branch development and continued increase in the economic activity along the Gulf Coast.



10



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##### Table of Contents

##### Index to Financial Statements

The following table, which is based on regulatory reporting codes, shows loan balances at
December 31, 2005 and 2004, respectively.

LOANS OUTSTANDING BY TYPE



|                                   |  |             |         |   |      |     |   |  |   |         |   |  |     |  
|---------------------------------- |  | ----------- | ------- | - | ---- | --- | - |  | - | ------- | - |  | --- | -
|                                   |  | December 31 |        
|(dollars in thousands)             |  | 2005        |         |   | 2004 |    
|Commercial and financial           |  | $           | 48,320  |   |      | 10  | % |  | $ | 49,201  |   |  | 14  | %
|Agricultural                       |  |             | 700     |   |      | 0   | % |  |   | 65      |   |  | 0   | %
|Consumer                           |  |             | 9,727   |   |      | 2   | % |  |   | 10,384  |   |  | 3   | %
|Equity lines                       |  |             | 24,331  |   |      | 5   | % |  |   | 13,093  |   |  | 4   | %
|Real estate - construction         |  |             | 260,828 |   |      | 52  | % |  |   | 140,749 |   |  | 41  | %
|Real estate - residential          |  |             | 84,740  |   |      | 17  | % |  |   | 72,339  |   |  | 21  | %
|Real estate - commercial and other |  |             | 71,370  |   |      | 14  | % |  |   | 59,371  |   |  | 17  | %
|Other loans                        |  |             | 1,259   |   |      | 0   | % |  |   | 931     |   |  | 0   | %
|                                   |  |             |         |   |      |     |   |  |   |         |   |  |     |  
|                                   |  |             | 501,275 |   |      | 100 | % |  |   | 346,133 |   |  | 100 | %
|Unearned income                    |  |             | (2,033  | ) |      | 0   | % |  |   | (1,127  | ) |  | 0   | %
|                                   |  |             |         |   |      |     |   |  |   |         |   |  |     |  
|                                   |  |             | 499,242 |   |      | 100 | % |  |   | 345,006 |   |  | 100 | %
|Allowance for loan losses          |  |             | (5,749  | ) |      | -1  | % |  |   | (4,565  | ) |  | -1  | %
|                                   |  |             |         |   |      |     |   |  |   |         |   |  |     |  
|Loans, net                         |  | $           | 493,493 |   |      | 99  | % |  | $ | 340,441 |   |  | 99  | %
|                                   |  |             |         |   |      |     |   |  |   |         |   |  |     |  
|Loans held for sale                |  | $           | 2,482   |   |      |     |   |  | $ | 1,254   |   |  |     |  
|                                   |  |             |         |   |      |     |   |  |   |         |   |  |     |  

The portfolio of commercial loans, other than those secured by real property, decreased by $0.9
million, or 1.8%, from year-end 2004 as the loan portfolio continued to shift to loans secured by real estate. Included in the commercial loan category are loans to individuals, generally secured by collateral other than real estate, that are used
to fund investments in new or expanded business opportunities. The rate of commercial loan growth in 2006 will depend on the Companys ability to take advantage of competitive opportunities to attract new business in established markets and to
develop customers in our newest market areas.

Commercial real estate lending, which includes loans secured by properties used in
commercial or industrial operations, increased $12.0 million, or 20.2%, compared to year-end 2004. The Banks have been able to develop new business in a competitive market. Furthermore, a portion of the increase is due to the new branches opened in
2005.

Our growth in residential construction lending in our Gulf Coast communities was the primary reason for the $120.1 million, or
85.3%, increase in our real estate construction loans during 2005.

Residential real estate loans to individuals and equity lines,
increased $23.6 million, or 31.2%, in 2005 over 2004 due to the growth of the Company within its markets and due to the opening of additional branches. The Company has a strategy of selling its fixed rate residential first mortgage loans in the
secondary market.

Total real estate loans, as a percentage of the total loan portfolio, increased throughout the year and represented
approximately 83.2% of the total portfolio at year-end 2005. To manage the Companys exposure, Vision Alabama and Vision Florida have established internal limits with regard to the maximum number and dollar amount of loans to any one borrower
and in any one geographic location or development. Borrowers are also required to invest sufficient cash to maintain adequate loan-to-value ratios. To provide diversification within the real estate portfolio, management has established guidelines
based on percentages of the total loan portfolio and percentages of capital according to loan types.



11



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##### Table of Contents

##### Index to Financial Statements

Loans to individuals include various consumer installment and credit line loan products other than retail
mortgage loan products. There was a slight decrease of 6.3%, or $0.7 million, in 2005 from the prior year. Loans to individuals continue to represent a small share of our loan portfolio.

Total loans as of December 31, 2005 are shown in the following table according to contractual loan maturities, unadjusted for scheduled principal
reductions, prepayments or repricing opportunities.

LOANS MATURITIES



|                                  |  |                        |        
|--------------------------------- |  | ---------------------- | -------
|                                  |  | (Dollars in thousands)
|One year or less                  |  | $                      | 324,337
|After one year through five years |  |                        | 133,393
|After five years                  |  |                        | 41,512 
|                                  |  |                        |        
|                                  |  | $                      | 499,242
|                                  |  |                        |        

Approximately 25.5% of the value of loans with a maturity greater than one year carries a fixed
rate of interest.

Each loan carries a degree of credit risk. Managements evaluation of this risk is ultimately reflected in the
estimate of probable loan losses that is reported in the Companys financial statements as the allowance for loan losses. Changes in this ongoing evaluation over time are reflected in the provision for loan losses charged to operating expense.



12



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##### Table of Contents

##### Index to Financial Statements

At December 31, 2005, the reserve for possible loan losses was $5.7 million, or 1.15% of total
loans, compared to $4.6 million, or 1.32% of total loans at the end of 2004. The increase in reserves at year-end 2004 was to protect against any unforeseen possible losses due to the acquisition of BankTrust of Florida and the potential economic
impact of hurricane Ivan in the Vision Alabama market area. As the effects of these events were minimal, the loan loss reserve as a percentage of total loans has decreased during the year 2005. In addition; this decrease in the allowance for loan
losses, as a percentage of outstanding loans, was due to growth in the loan portfolio and loans charged-off during the third quarter of 2005. The following table shows the activity in the reserve for possible loan losses over the past five years.

SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES



|                                                                                  |  |              |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|--------------------------------------------------------------------------------- |  | ------------ | ----- | - | ---- | - | ----- | ---- |  | - | ----- | - |  | ---- | ----- | - |  | - | ----- | -
|                                                                                  |  | December 31, |      
|(dollars in thousands)                                                            |  | 2005         |       |   | 2004 |   |       | 2003 |  |   | 2002  |   |  | 2001 |      
|Balance at the beginning of year                                                  |  | $            | 4,565 |   |      | $ | 2,072 |      |  | $ | 1,390 |   |  | $    | 1,013 |   |  | $ | 396   |  
|Provision for loan losses charged to operations                                   |  |              | 1,595 |   |      |   | 1,819 |      |  |   | 1,290 |   |  |      | 616   |   |  |   | 655   |  
|Reserve acquired through acquisition                                              |  |              |      |   |      |   | 836   |      |  |   |      |   |  |      |       |   |  |   |       |  
|Loans charged to the allowance Commercial, financial and agricultural             |  |              | 401   |   |      |   | 106   |      |  |   | 555   |   |  |      | 200   |   |  |   | 15    |  
|Real estate                                                                       |  |              | 25    |   |      |   | 38    |      |  |   | 7     |   |  |      | 14    |   |  |   |      |  
|Individuals                                                                       |  |              | 41    |   |      |   | 113   |      |  |   | 61    |   |  |      | 39    |   |  |   | 23    |  
|                                                                                  |  |              |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Total                                                                             |  |              | 467   |   |      |   | 257   |      |  |   | 623   |   |  |      | 253   |   |  |   | 38    |  
|                                                                                  |  |              |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Recoveries of loans previously charged off Commercial, financial and agricultural |  |              | 3     |   |      |   |      |      |  |   | 5     |   |  |      | 11    |   |  |   |      |  
|Real estate                                                                       |  |              | 8     |   |      |   | 2     |      |  |   |      |   |  |      |      |   |  |   |      |  
|Individuals                                                                       |  |              | 45    |   |      |   | 93    |      |  |   | 10    |   |  |      | 2     |   |  |   |      |  
|Total                                                                             |  |              | 56    |   |      |   | 95    |      |  |   | 15    |   |  |      | 13    |   |  |   |      |  
|                                                                                  |  |              |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Net charge-offs                                                                   |  |              | 411   |   |      |   | 162   |      |  |   | 608   |   |  |      | 240   |   |  |   | 38    |  
|                                                                                  |  |              |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Balance at the end of year                                                        |  | $            | 5,749 |   |      | $ | 4,565 |      |  | $ | 2,072 |   |  | $    | 1,390 |   |  | $ | 1,013 |  
|                                                                                  |  |              |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Ratios                                                                            |  |              |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|Net charge offs to average loans                                                  |  |              | 0.09  | % |      |   | 0.07  | %    |  |   | 0.42  | % |  |      | 0.25  | % |  |   | 0.06  | %
|Gross charge-offs to average loans                                                |  |              | 0.11  | % |      |   | 0.11  | %    |  |   | 0.44  | % |  |      | 0.27  | % |  |   | 0.06  | %
|Recoveries to gross charge-offs                                                   |  |              | 11.99 | % |      |   | 36.96 | %    |  |   | 2.41  | % |  |      | 5.14  | % |  |   | 0.00  | %
|Allowance for loan losses to loans at end of year (1)                             |  |              | 1.15  | % |      |   | 1.32  | %    |  |   | 1.19  | % |  |      | 1.28  | % |  |   | 1.30  | %
|                                                                                  |  |              |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  

---

|(1) | Excludes loans held for sale
|--- | ----------------------------

In making its risk
evaluation and establishing an allowance level that it believes is adequate to absorb probable losses in the portfolio, management considers various sources of information. Some of the more important sources include managements ongoing review
of the loan portfolio, which is undertaken both to ascertain whether there are probable losses, which must be charged off, and to assess the risk characteristics of the portfolio in the aggregate. This review takes into consideration the judgments
of the responsible lending officers and senior management, and also those of bank regulatory agencies that review the loan portfolio as part of the regular bank examination process. Finally, Vision Bancshares engages internal and external credit
reviewers to perform independent reviews of the risk management process, adequacy of loan documentation and the risk ratings and appropriateness of the level of allowance for loan losses. The results of such examinations are reported to the Audit
Committee of the Board of Directors. Loans identified as having increased credit risk are classified in accordance with the Companys loan policy and appropriate reserves are established for each loan classification category based on
pre-determined reserve percentages. Due to limited loan loss experience, reserves are established for the remaining unclassified portion of the loan portfolio based on a predetermined factor established by management.



13



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##### Table of Contents

##### Index to Financial Statements

In evaluating the allowance, management also considers the historical loan loss experience of the
Company, the amount of past due and nonperforming loans, current and anticipated economic conditions, lender requirements and other appropriate information.

Management allocated the allowance for loan losses to specific loan classes, as of the dates indicated, as follows:

ALLOCATION OF THE RESERVE FOR POSSIBLE LOAN LOSSES



|                                       |  |              |       |         |       |   |       |      |         |  |       |       |  |         |       |  |       |   |         |   |       |       |       |         |  |   |       |  |       |  
|-------------------------------------- |  | ------------ | ----- | ------- | ----- | - | ----- | ---- | ------- |  | ----- | ----- |  | ------- | ----- |  | ----- | - | ------- | - | ----- | ----- | ----- | ------- |  | - | ----- |  | ----- | -
|                                       |  | December 31, |      
|                                       |  | 2005         |       |         | 2004  |   |       | 2003 |         |  | 2002  |       |  | 2001    |      
|                                       |  | Loans        |       | Reserve |       |   | Loans |      | Reserve |  |       | Loans |  | Reserve |       |  | Loans |   | Reserve |   |       | Loans |       | Reserve | 
|Commercial, financial and agricultural |  | $            | 5,131 |         | 89.3  | % |       | $    | 3,786   |  | 82.9  | %     |  | $       | 1,747 |  | 84.3  | % |         | $ | 1,005 |       | 72.3  | %       |  | $ | 385   |  | 38.0  | %
|Real estate loans                      |  |              | 292   |         | 5.1   | % |       |      | 251     |  | 5.5   | %     |  |         | 48    |  | 2.3   | % |         |   | 75    |       | 5.4   | %       |  |   |      |  | 0.0   | %
|Loans to individuals                   |  |              | 326   |         | 5.7   | % |       |      | 528     |  | 11.6  | %     |  |         | 277   |  | 13.4  | % |         |   | 310   |       | 22.3  | %       |  |   | 628   |  | 62.0  | %
|                                       |  |              |       |         |       |   |       |      |         |  |       |       |  |         |       |  |       |   |         |   |       |       |       |         |  |   |       |  |       |  
|Total                                  |  | $            | 5,749 |         | 100.0 | % |       | $    | 4,565   |  | 100.0 | %     |  | $       | 2,072 |  | 100.0 | % |         | $ | 1,390 |       | 100.0 | %       |  | $ | 1,013 |  | 100.0 | %
|                                       |  |              |       |         |       |   |       |      |         |  |       |       |  |         |       |  |       |   |         |   |       |       |       |         |  |   |       |  |       |  

Management believes that the allowance for loan losses at December 31, 2005 is adequate to
absorb known risks in the Companys loan portfolio based upon the Companys historical experience. No assurance can be given, however, that increased loan volume, adverse economic conditions or other circumstances will not result in
increased losses in the Companys loan portfolio or additional provisions to the allowance for loan losses.

Nonperforming Assets

Management closely monitors loans and other assets that are classified as nonperforming assets. Nonperforming assets consist of nonperforming loans
(loans classified as nonaccrual or renegotiated and loans past due 90 days or more for which interest is still being accrued) and foreclosed assets (foreclosed properties and repossessions). There have been no identifiable trends related to
industries or markets underlying the changes in nonperforming assets and management is aware of no factors which should suggest that they are prone to significant increases in 2006. There were no commitments to lend any additional funds on
nonaccrual or renegotiated loans at December 31, 2005.



14



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##### Table of Contents

##### Index to Financial Statements

The following table provides information on nonperforming assets for each year in the five-year period
ended December 31, 2005.

NONPERFORMING ASSETS



|                                                             |  |              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|------------------------------------------------------------ |  | ------------ | ------ | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ---- | ------ | - |  | - | ------ | -
|                                                             |  | December 31, |       
|(dollars in thousands)                                       |  | 2005         |        |   | 2004 |   |        | 2003 |  |   | 2002   |   |  | 2001 |       
|Nonaccrual loans                                             |  | $            | 2,588  |   |      | $ | 1,920  |      |  | $ | 458    |   |  | $    | 306    |   |  | $ | 286    |  
|Restructured loans                                           |  |              |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|                                                             |  |              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total nonperforming loans                                    |  |              | 2,588  |   |      |   | 1,920  |      |  |   | 458    |   |  |      | 306    |   |  |   | 286    |  
|Foreclosed properties                                        |  |              |       |   |      |   | 452    |      |  |   |       |   |  |      | 606    |   |  |   | 1,017  |  
|Repossessions                                                |  |              |       |   |      |   | 3      |      |  |   |       |   |  |      | 87     |   |  |   | 24     |  
|                                                             |  |              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total nonperforming assets                                   |  | $            | 2,588  |   |      | $ | 2,375  |      |  | $ | 458    |   |  | $    | 999    |   |  | $ | 1,327  |  
|                                                             |  |              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Accruing loans 90 days past due                              |  | $            | 1      |   |      | $ |       |      |  | $ |       |   |  | $    |       |   |  | $ |       |  
|                                                             |  |              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Ratios                                                       |  |              |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Loan loss allowance to nonperforming loans                   |  |              | 222.13 | % |      |   | 237.76 | %    |  |   | 452.40 | % |  |      | 454.25 | % |  |   | 354.20 | %
|Nonperforming loans to total loans, net of unearned interest |  |              | 0.52   | % |      |   | 0.56   | %    |  |   | 0.26   | % |  |      | 0.28   | % |  |   | 0.38   | %
|Nonperforming assets to total assets                         |  |              | 0.44   | % |      |   | 0.58   | %    |  |   | 0.22   | % |  |      | 0.71   | % |  |   | 1.36   | %

Loans considered to be impaired totaled $2.4 million at December 31, 2005, an increase of
$0.9 million, or 60.0%, from the $1.5 million total at December 31, 2004, however, impaired loans only increased from 0.44% of total gross loans at December 31, 2004 to 0.48% at December 31, 2005. The relatively low levels of impaired
loans at December 31, 2005 and 2004 reflect the economic environment experienced by our clients as well as our ability to effectively manage client credit risk. Management monitors these credits on a continued basis and believes the Company has
adequately reserved to absorb any potential losses associated with these loans. The related valuation allowance for impaired loans, included as a component of the allowance for loan losses, was $1.0 million at December 31, 2005 and 2004. No
interest income was recognized on impaired loans for the years ended December 31, 2005 and 2004.

The difference between the gross
interest income that would have been recorded in each period if nonaccruing loans had been current in accordance with their original terms and the amount of interest income on those loans that was included in each periods net income was
approximately $0.3 million for 2005 and $0.1 million for 2004.

There were no concentrations of loans exceeding 10% of total loans, which
are not otherwise disclosed as a category of loans at December 31, 2005 or the preceding years.

It is the general policy of the Banks
to stop accruing interest income and recognize interest on a cash basis when any commercial, industrial or real estate loan is past due as to principal or interest and the ultimate collection of either is in doubt. Accrual of interest income on
consumer installment loans is suspended when any payment of principal or interest, or both, is more than 90 days delinquent. When a loan is placed on a nonaccrual basis any interest previously accrued but not collected is reversed against current
income unless the collateral for the loan is sufficient to cover the accrued interest or a guarantor assures payment of interest.



15



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##### Table of Contents

##### Index to Financial Statements

Investment Portfolio

The carrying amount of investment securities at the end of each of the last two years are set forth in the following table.

INVESTMENT PORTFOLIO



|                                      |  |              |        |      |   |       
|------------------------------------- |  | ------------ | ------ | ---- | - | ------
|                                      |  | December 31,
|(dollars in thousands)                |  | 2005         |        | 2004
|U.S. government and agency securities |  | $            | 15,242 |      | $ | 6,492 
|Mortgage-backed securities            |  |              | 15,176 |      |   | 20,002
|State and municipal securities        |  |              | 1,146  |      |   |      
|Equity securities                     |  |              | 2,041  |      |   | 1,033 
|                                      |  |              |        |      |   |       
|                                      |  | $            | 33,605 |      | $ | 27,527
|                                      |  |              |        |      |   |       

The composition of the Companys investment securities portfolio reflects the Companys
investment strategy of maximizing portfolio yields subject to risk and liquidity considerations. The primary objectives of the Companys investment strategy are to maintain an appropriate level of liquidity and provide a tool to assist in
controlling the Companys interest rate position while at the same time producing adequate levels of interest income. Vision Bancshares classifies its debt and equity securities as either held to maturity (HTM), available for sale (AFS) or
trading securities. The Companys entire portfolio is classified as AFS securities to appropriately reflect the nature of the Companys holdings that are available for sale should liquidity needs dictate. AFS securities are carried at
market value with unrealized gains or losses, net of deferred taxes, reported in accumulated other comprehensive income in shareholders equity. Management of the maturity of the portfolio is necessary to provide liquidity and to control
interest rate risk.

The following table shows the maturities of investment securities (excluding equity securities) and weighted average
yields at December 31, 2005.

INVESTMENT PORTFOLIO MATURITY SCHEDULE



|                                   |  |                   |       |       |                                |   |        |                                |       |  |                 |        |  |       |       |  |        |   |       |   |       |  |       |  
|---------------------------------- |  | ----------------- | ----- | ----- | ------------------------------ | - | ------ | ------------------------------ | ----- |  | --------------- | ------ |  | ----- | ----- |  | ------ | - | ----- | - | ----- |  | ----- | -
|                                   |  | December 31, 2005 |      
|(dollars in thousands)             |  | Within One Year   |       |       | After One butWithin Five Years |   |        | After Five butWithin Ten Years |       |  | After Ten Years |       
|                                   |  | Amount            |       | Yield |                                |   | Amount |                                | Yield |  |                 | Amount |  | Yield |       |  | Amount |   | Yield |  
|Securities-All Available for Sale: |  |                   |       |       |                                |   |        |                                |       |  |                 |        |  |       |       |  |        |   |       |   |       |  |       |  
|U.S. Government agencies           |  | $                 | 8,948 |       | 3.70                           | % |        | $                              | 4,535 |  | 6.95            | %      |  | $     | 1,993 |  | 5.10   | % |       | $ |      |  | 0.00  | %
|Mortgage-backed securities         |  |                   |      |       |                               |   |        |                                | 5,381 |  | 7.39            | %      |  |       | 4,429 |  | 7.36   | % |       |   | 5,872 |  | 9.58  | %
|State and municipal securities (a) |  |                   |      |       |                               |   |        | $                              |      |  | 0.00            | %      |  |       | 500   |  | 4.92   | % |       |   | 686   |  | 4.83  | %
|                                   |  |                   |       |       |                                |   |        |                                |       |  |                 |        |  |       |       |  |        |   |       |   |       |  |       |  
|Total                              |  | $                 | 8,948 |       | 3.70                           | % |        | $                              | 9,916 |  | 14.34           | %      |  | $     | 6,922 |  | 17.38  | % |       | $ | 6,558 |  | 14.41 | %
|                                   |  |                   |       |       |                                |   |        |                                |       |  |                 |        |  |       |       |  |        |   |       |   |       |  |       |  

---

|(a) | Tax exempt yields are expressed on a fully taxable equivalent basis.
|--- | --------------------------------------------------------------------

The average maturity of the investment portfolio was 3.33 years at year-end 2005 compared to 4.05 years at year-end 2004 with an average tax equivalent yield of 3.95% and 4.03% at December 31, 2005 and 2004,
respectively. Mortgage-backed securities have been included in the maturity table based upon the stated maturity of each security.



16



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##### Table of Contents

##### Index to Financial Statements

There was a net unrealized loss on the Companys portfolio of $0.8 million at December 31, 2005
compared to $0.1 million at December 31, 2004. These fluctuations in the gross unrealized gains and losses in the Companys investment portfolio resulted primarily from the reaction of the investment securities to changes in market
interest rates.

Mortgage-backed securities have varying degrees of risk of impairment of principal, as opposed to U.S. Treasury and U.S.
government agency obligations, which are considered to contain virtually no default or prepayment risk. Impairment risk is primarily associated with accelerated prepayments, particularly with respect to longer maturities purchased at a premium and
interest-only strip securities. The Companys mortgage-backed securities portfolio as of December 31, 2005 and 2004 contained no interest-only strips and the amount of unamortized premium on mortgage-backed securities at December 31,
2005 was $0.3 million, compared to $0.4 million at December 31, 2004. The recoverability of the Companys investment in mortgage-backed securities is reviewed periodically by management, and if necessary, appropriate adjustments would be
made to income for impaired values.

Average federal funds sold decreased $0.1 million or 0.4% to $28.7 million at December 31, 2005.
These fluctuations resulted from ordinary increases and decreases in loan demand and the level of deposit balances. As a percentage of average earning assets, these funds represented 5.6% for 2005, compared to 9.8% for 2004.

Deposits

Vision Bancshares primary source of
funds is its deposits. Continued enhancement of existing products, emphasis upon better customer service and expansion into new market areas have fueled the growth in the Companys deposit base. Emphasis has been placed upon attracting both
commercial and consumer deposits. It is the Companys intent to expand its deposit base in order to continue to fund asset growth.

At
December 31, 2005, deposits were 41.3%, or $144.7 million, above the level at December 31, 2004. Average deposits were up 78.6%, or $208.2 million. This significant increase in total deposits resulted as the Company placed emphasis on new
business development and offered competitive rates to attract new deposits in 2005, coupled with the addition of three new branches and one loan production office. In addition the acquisition of BankTrust of Florida in October of 2004 contributed to
the growth in deposits in 2005.



17



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##### Table of Contents

##### Index to Financial Statements

The following table presents the average amounts outstanding and the average rates paid for each of the
major classifications of deposits for the 12-month periods ending December 31, 2005 and 2004:

AVERAGE DEPOSIT BALANCES AND RATE PAID



|                                          |  |                |         |                  |      |   |                |   |                  |  |      |  
|----------------------------------------- |  | -------------- | ------- | ---------------- | ---- | - | -------------- | - | ---------------- |  | ---- | -
|(dollars in thousands)                    |  | 2005           |         |                  | 2004 |  
|                                          |  | Averagebalance |         | Averagerate paid |      |   | Averagebalance |   | Averagerate paid | 
|Noninterest-bearing demand                |  | $              | 85,395  |                  | 0.00 | % |                | $ | 44,161           |  | 0.00 | %
|Interest-bearing demand                   |  |                | 122,699 |                  | 2.48 | % |                |   | 53,254           |  | 1.33 | %
|Savings and money market deposit accounts |  |                | 97,558  |                  | 1.85 | % |                |   | 54,167           |  | 1.14 | %
|Time                                      |  |                | 167,512 |                  | 3.52 | % |                |   | 113,408          |  | 3.14 | %
|                                          |  |                |         |                  |      |   |                |   |                  |  |      |  
|Total (1)                                 |  | $              | 473,164 |                  | 2.77 | % |                | $ | 264,990          |  | 2.21 | %
|                                          |  |                |         |                  |      |   |                |   |                  |  |      |  

---

|(1) | The rate paid on total average deposits represents the rate paid on total average interest-bearing deposits only.
|--- | -----------------------------------------------------------------------------------------------------------------

Average noninterest-bearing deposits grew 93.4% in 2005 compared to 115.7% in 2004. Noninterest-bearing deposits continue to be a significant funding
source for Vision Bancshares, accounting for 18.0% of average total deposits in 2005 and 16.7% in 2004.

Total interest-bearing deposits
grew 44.3%, or $126.6 million, between year-end 2004 and the most recent year end. On average, total interest-bearing deposits were up 75.6%, or $166.9 million, in 2005 compared to 2004. The savings account category, which includes money market
deposit accounts, increased 11.6%, or $9.0 million, during 2005, but was up 80.1% on average from the prior year. Total interest-bearing deposits grew primarily due to the Companys efforts to attract new deposits in existing markets and its
expansion into new markets.

Total certificates of deposits increased 34.6%, or $49.4 million, from the end of 2004, and were up 47.7% on
average in 2005 compared to the prior year. Time deposits of $100,000 or more grew 59.8% in 2005 and 82.5% in 2004. Certificates of deposits of less than $100,000 increased 12.9% in 2005. The Company had $4.0 million in time deposit open accounts at
December 31, 2005 and 2004. The following table presents the maturities of the larger time deposits of $100,000 or more at December 31, 2005:

MATURITIES OF LARGE TIME DEPOSITS



|                               |  |                            |         |                   |   |       |  |   |        
|------------------------------ |  | -------------------------- | ------- | ----------------- | - | ----- |  | - | -------
|(dollars in thousands)         |  | December 31, 2005         
|                               |  | TimeCertificatesof Deposit |         | OtherTimeDeposits |   | Total
|Three months or less           |  | $                          | 12,919  |                   | $ | 4,000 |  | $ | 16,919 
|Over three through six months  |  |                            | 9,834   |                   |   |      |  |   | 9,834  
|Over six through twelve months |  |                            | 27,760  |                   |   |      |  |   | 27,760 
|Over twelve months             |  |                            | 56,834  |                   |   |      |  |   | 56,834 
|                               |  |                            |         |                   |   |       |  |   |        
|                               |  | $                          | 107,347 |                   | $ | 4,000 |  | $ | 111,347
|                               |  |                            |         |                   |   |       |  |   |        



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##### Index to Financial Statements

Borrowed Funds

The Company has used borrowed funds on a limited basis as a source of funding asset growth in excess of deposit growth and for short-term liquidity needs. The mixture of borrowed funds and deposits as sources of funds
depends on the relative availability and costs of those funds and Vision Bancshares need for funding.

At December 31, 2005,
Vision Bancshares had $19.6 million in an available credit line with the Federal Home Loan Bank and an additional $30.8 million in unsecured Fed Funds lines of credit available with four correspondent banks.

Borrowings at December 31, 2005 were up 57.4%, or $9.6 million, from year-end 2004. As with most community banks, loan volume is the driver for our
balance sheet. Since our loan volume has been up, Vision Bancshares increased advances from the FHLB by $10.0 million from the prior year. These funds were utilized to fund the growth in the loan areas and help meet liquidity needs. Additional
information on borrowings is presented in Note 10 to the consolidated financial statements.

On December 5, 2005, Vision Bancshares,
through Vision Bancshares Trust I, a statutory trust, sold to institutional investors $15.0 million of floating rate capital securities. Holders of the Capital Securities are entitled to receive preferential cumulative cash distributions from the
Trust, at a rate per annum reset quarterly equal to the sum of three month LIBOR plus 148 basis points. The rate was 6.01% at December 31, 2005. Interest is payable quarterly. The Company can defer payment of the cash distributions on the
securities at any time or from time to time for a period not to exceed twenty consecutive quarters.

Vision Bancshares has, through various
contractual arrangements, fully and unconditionally guaranteed all of Vision Bancshares Trust Is obligations with respect to the capital securities. These Capital Securities qualify as a Tier I Capital, subject to certain limitations, and are
presented in the consolidated balance sheets as subordinated debentures. The sole asset of Vision Bancshares Trust I is $15.5 million of junior subordinated debentures issued by Vision Bancshares. These junior subordinated debentures also carry the
same floating rate as the Capital Securities and both mature on December 30, 2035; however, the maturity of both may be shortened to a date not earlier than December 30, 2010.

Liquidity Management

Liquidity is defined as the ability of a company to convert assets into cash or
cash equivalents without significant loss. Liquidity management involves maintaining the Companys ability to meet the day-to-day cash flow requirements of Vision Bancshares customers, whether they are depositors wishing to withdraw funds
or borrowers requiring funds to meet their credit needs. Without proper liquidity management, the Company would not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the production and
growth needs of the communities it serves.

One function of asset and liability management is to assure adequate liquidity in order for the
Company to meet the needs of its customer base. Daily monitoring of the sources and uses of funds is necessary to maintain an acceptable cash position that meets both its customers needs



19



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##### Table of Contents

##### Index to Financial Statements

and its shareholders objectives. In a banking environment, both assets and liabilities are considered sources of liquidity funding and both are,
therefore, monitored on a daily basis. Payment of dividends by the Company is at the discretion of the Companys Board of Directors, and is dependent upon, among other things, the Companys earnings, financial condition and capital ratios.

Proceeds from the sale of stock and dividends paid by the Banks are the primary source of funds available to the Company for payment of
operating expenses and dividends to its shareholders. The Board of Directors has not declared or paid a dividend during the past five years. Vision Bancshares has not and will not likely generate any significant earnings on its own and will depend
upon the payment of dividends by the Banks, if it is to pay dividends on its common stock. It is expected that for at least the next year of operation for the Banks, all earnings will be retained by the Banks for their future needs. State and
federal banking laws restrict the payment of dividends by the Banks.

The asset portion of the balance sheet provides liquidity primarily
through loan principal repayments or sales, maturities, calls and pay downs of investment securities. Loans that mature or reprice in one year or less totaled approximately $453.2 million, or 90.4% of loans, net of unearned income, at
December 31, 2005. The Company has $8.9 million of investment securities with stated maturities of one year or less at December 31, 2005. The Company has 45.2% of the investment portfolio in mortgage backed securities for which the Company
receives regular monthly paydowns. Other sources of liquidity include cash on deposit with other banks and short-term investments such as federal funds sold.

The liability portion of the balance sheet provides liquidity through various customers interest-bearing and noninterest-bearing deposit accounts. Funds are also available through the purchase of federal funds
from other commercial banks. As members of the Federal Home Loan Bank (FHLB) of Atlanta, the Banks also have access to various credit programs to assist with liquidity needs. Liquidity management involves the daily monitoring of the
sources and uses of funds to maintain an acceptable Company cash position.

At December 31, 2005, the Company had $0.2 million in
binding commitments for capital expenditures. This includes $0.1 million to complete projects currently under construction and $0.1 million for Vision Floridas Santa Rosa branch improvements.

Asset/Liability Management

The objective of the
Companys asset/liability management is to implement strategies for the funding and deployment of its financial resources that are expected to maximize soundness and profitability over time at acceptable levels of risk.

Interest rate sensitivity is the potential impact of changing rate environment on both net interest income and cash flows. Management monitors its
interest rate risk exposure through the use of static gap analysis, interest rate shock analysis, and monitoring the economic value of equity.

The static gap analysis measures the amount of repricing risk embedded in the balance sheet at a specific point in time, by comparing the difference in the volume of interest-earning



20



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##### Table of Contents

##### Index to Financial Statements

assets and interest-bearing liabilities that are subject to repricing within specific time periods. At December 31, 2005, the Company was asset
sensitive, indicating that it had more interest-bearing assets than interest-earning liabilities repricing during the twelve months ending December 31, 2005.

The following table sets forth the Companys maturity and repricing exposure at December 31, 2005 for the time frames presented:

INTEREST RATE SENSITIVITY



|                                                          |  |                                                     |         |                        |   |         |                       |  |   |                 |   |       |   |         |  |   |        
|--------------------------------------------------------- |  | --------------------------------------------------- | ------- | ---------------------- | - | ------- | --------------------- |  | - | --------------- | - | ----- | - | ------- |  | - | -------
|                                                          |  | By Maturity or Repricing Dates at December 31, 2005
|(dollars in thousands)                                    |  | Zero toThreeMonths                                  |         | ThreeMonths toOne Year |   |         | One YearTo Five Years |  |   | Over Five Years |   | Total
|EARNING ASSETS                                            |  |                                                     |         |                        |   |         |                       |  |   |                 |   |       |   |         |  |   |        
|Federal Funds sold and interest-bearing deposits in banks |  | $                                                   | 18,452  |                        |   |        |                       |  |   |                |   |       |   |        |  | $ | 18,452 
|Investment securities                                     |  |                                                     | 10,226  |                        |   | 9,916   |                       |  |   | 6,922           |   |       |   | 6,541   |  |   | 33,605 
|Loans                                                     |  |                                                     | 436,417 |                        |   | 17,304  |                       |  |   | 37,008          |   |       |   | 10,995  |  |   | 501,724
|                                                          |  |                                                     |         |                        |   |         |                       |  |   |                 |   |       |   |         |  |   |        
|Total interest earning assets                             |  |                                                     | 465,095 |                        |   | 27,220  |                       |  |   | 43,930          |   |       |   | 17,536  |  |   | 553,781
|                                                          |  |                                                     |         |                        |   |         |                       |  |   |                 |   |       |   |         |  |   |        
|INTEREST-BEARING LIABILITIES                              |  |                                                     |         |                        |   |         |                       |  |   |                 |   |       |   |         |  |   |        
|Interest-bearing demand deposits                          |  |                                                     | 133,937 |                        |   |        |                       |  |   |                |   |       |   |        |  |   | 133,937
|Savings and money market accounts                         |  |                                                     | 86,107  |                        |   |        |                       |  |   |                |   |       |   |        |  |   | 86,107 
|Certificates of deposits                                  |  |                                                     | 36,939  |                        |   | 65,284  |                       |  |   | 85,872          |   |       |   | 137     |  |   | 188,232
|Time open deposit accounts                                |  |                                                     | 4,000   |                        |   |         |                       |  |   |                |   |       |   |        |  |   | 4,000  
|                                                          |  |                                                     |         |                        |   |         |                       |  |   |                 |   |       |   |         |  |   |        
|Total interest-bearing liabilities                        |  |                                                     | 260,983 |                        |   | 65,284  |                       |  |   | 85,872          |   |       |   | 137     |  |   | 412,276
|                                                          |  |                                                     |         |                        |   |         |                       |  |   |                 |   |       |   |         |  |   |        
|Interest rate sensitivity gap                             |  | $                                                   | 204,112 |                        | $ | (38,064 | )                     |  | $ | (41,942         | ) |       | $ | 17,399  |  | $ | 141,505
|Cumulative interest rate sensitivity gap                  |  | $                                                   | 204,112 |                        | $ | 166,048 |                       |  | $ | 124,106         |   |       | $ | 141,505 |  |   |        
|Interest rate sensitivity gap ratio                       |  |                                                     | 1.78    |                        |   | 0.42    |                       |  |   | 0.51            |   |       |   | 128.00  |  |   |        
|Cumulative interest rate sensitivity gap ratio            |  |                                                     | 1.78    |                        |   | 1.51    |                       |  |   | 1.30            |   |       |   | 1.34    |  |   |        
|                                                          |  |                                                     |         |                        |   |         |                       |  |   |                 |   |       |   |         |  |   |        

The interest rate shock analysis measures the impact on the Companys net interest income as
a result of an immediate and sustained shift in interest rates. The movements in market rates are based on statistical regression analyses while management makes assumptions concerning balance sheet growth and the magnitude of interest rate
movements for certain interest-earning assets and interest-bearing liabilities. Using actual maturity and repricing opportunities of the Companys portfolio, in conjunction with managements assumptions, a rate shock analysis is performed
using a plus 200 basis points shift and a minus 200 basis points shift in interest rates. The Companys Assets/Liability Policy limits have established a change of not more than15% in net interest income using a +/- 200 basis points
shock. If the Banks net interest margin dollars and return on assets (ROA) are above the financial targets, then the maximum guideline for percentage change may be more liberal than -15%. At December 31, 2005, the change in net interest
income over the next 12 months using a 200 basis points downward shift in interest rates was outside policy limits at -20.2%, indicating the negative impact due to such change would be more than anticipated. However, ROA was still well above the
minimum guideline of 0.55% at 0.98% when using the 200 basis point downward shift in interest rates. A 200 basis point upward shift in interest rates for this same time period was within policy limits at 19.3%, indicating a positive change in net
interest income. The Company does not have a percentage policy limit for positive change in net interest income.



21



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##### Index to Financial Statements

The following table estimates the impact of shifts in interest rates on the Companys net interest
income for the 12 months ending December 31, 2005:

RATE SHOCK ANALYSIS



|                             |  |                 |        |    |             |   |                 |  |   |        |  
|---------------------------- |  | --------------- | ------ | -- | ----------- | - | --------------- |  | - | ------ | -
|(dollars in thousands)       |  | -200BasisPoints |        |    | StableRates |   | +200BasisPoints | 
|Interest income              |  | $               | 41,580 |    |             | $ | 51,142          |  | $ | 61,993 |  
|Interest expense             |  |                 | 14,278 |    |             |   | 16,945          |  |   | 21,202 |  
|                             |  |                 |        |    |             |   |                 |  |   |        |  
|Net interest income          |  | $               | 27,302 |    |             | $ | 34,197          |  | $ | 40,791 |  
|                             |  |                 |        |    |             |   |                 |  |   |        |  
|Dollar change from level     |  | $               | (6,895 | )  |             |   |                 |  | $ | 6,594  |  
|Percentage change from level |  |                 | (20.16 | %) |             |   |                 |  |   | 19.28  | %
|                             |  |                 |        |    |             |   |                 |  |   |        |  

Changes in interest rates also have an impact on the value of the Companys equity. Applying
the same interest rate scenarios used in the rate shock analysis, a measurement is made as to the impact of these changes on the economic value of the Companys equity. At December 31, 2005 the Companys net portfolio value (the
difference between the market value of assets and liabilities) was 14.3% of total assets. This percentage increases to 16.2% in response to a 200 basis point rise in interest rates and declines to 11.7% under the 200 basis points decrease in
interest rates both of which are within the Companys policy limits. This volatility is typical when trying to reduce earnings at risk.

While movement of interest rates cannot be predicted with any certainty, management believes that the Companys current interest rate sensitivity analysis fairly reflects its interest rate risk exposure during the twelve months ending
December 31, 2006. Management continually evaluates the condition of the economy, the pattern of market interest rates and other economic data to determine the types of investments that should be made and at what maturities.

Shareholders Equity and Capital Adequacy

At
December 31, 2005, shareholders equity totaled $47.4 million compared to $40.8 million at the end of 2004. This represents a growth of $6.6 million, or 16.2%, of which approximately $0.1 million was attributable to the issuance of
additional common stock. In addition, the Company had net income of $6.7 million and a decrease of $0.4 million in accumulated other comprehensive income. Stock owned by and stock receivables from related VIEs decreased by $0.2 million due to pay
downs on the debt secured by Company stock (see Note 10 to the consolidated financial statements.)

On March 9, 2004, the Company
commenced a private placement stock offering in which it issued 1,132,353 shares of common stock, at a price of $17.00 per share. This offer closed on April 9, 2004 after being fully subscribed. The Company raised $19.3 million in proceeds
before payment of commissions and expenses. Of total shares subscribed, 886,472 shares were funded and $15.1 million disbursed from escrow as of March 31, 2004. The remaining 245,881 shares were funded and $4.2 million was disbursed from escrow
as of April 9, 2004.



22



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##### Table of Contents

##### Index to Financial Statements

The ratios in the following table indicate that the Company remained well capitalized at
December 31, 2005.

RISK-BASED CAPITAL AND CAPITAL RATIOS



|                                                  |  |              |         |   |      |   |         |  
|------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                  |  | December 31, |        
|(dollars in thousands)                            |  | 2005         |         |   | 2004 |  
|Tier 1 regulatory capital                         |  | $            | 58,633  |   |      | $ | 36,883  |  
|Tier 2 regulatory capital                         |  |              | 6,107   |   |      |   | 4,565   |  
|                                                  |  |              |         |   |      |   |         |  
|Total regulatory capital                          |  | $            | 64,740  |   |      | $ | 41,448  |  
|                                                  |  |              |         |   |      |   |         |  
|Risk-weighted assets                              |  | $            | 547,994 |   |      | $ | 376,590 |  
|                                                  |  |              |         |   |      |   |         |  
|Ratios                                            |  |              |         |   |      |   |         |  
|Leverage ratio (Tier 1 capital to average assets) |  |              | 10.06   | % |      |   | 10.09   | %
|Tier 1 capital to risk-weighted assets            |  |              | 10.70   | % |      |   | 9.79    | %
|Total capital to risk-weighted assets             |  |              | 11.81   | % |      |   | 11.01   | %
|                                                  |  |              |         |   |      |   |         |  

A strong capital position is vital to the continued profitability of the Company because it
promotes depositor and shareholder confidence and provides a solid foundation for future growth of the organization. Bank regulatory authorities have issued risk-based capital guidelines that take into consideration risk factors associated with
various categories of assets, both on and off the balance sheet. The primary quantitative measures used by regulators to gauge capital adequacy are the ratio of Tier 1 regulatory capital to average total assets, also known as the leverage ratio, and
the ratios of total and Tier 1 regulatory capital to risk-weighted assets. The regulators define the components and computation of each of these ratios. The minimum capital ratios for both the Company and the Banks are generally 4% leverage, 8%
total capital and 4% Tier 1 capital. However, regulators may set higher capital requirements for an individual institution when particular circumstances warrant.

Under the regulatory framework for prompt corrective action, the capital levels of banks are categorized into one of five classifications ranging from well-capitalized to critically under-capitalized. For an
institution to qualify as well-capitalized, its total capital, Tier 1 capital and leverage ratios must be at least 10%, 6% and 5%, respectively. Maintaining capital ratios at the well-capitalized levels avoids certain restrictions that, for example,
could impact the FDIC insurance premium rate. As of December 31, 2005 and 2004, the Companys bank subsidiaries were categorized as well-capitalized. Due to rapid growth, the Banks experienced periods during 2005 in which the total capital
fell below the regulatory well capitalized minimum of 10%. On December 5, 2005, Vision Bancshares through Vision Bancshares Trust I, sold to institutional investors capital securities. These trust preferred securities qualify as Tier 1 Capital
under current regulatory definitions. After the issuance of the trust preferred securities, the Company injected additional capital to keep its subsidiaries from operating below the well-capitalized level for more than two consecutive quarters.

As a result of the 2004 acquisition and merger, Vision Florida agreed with the Florida banking regulators to maintain a minimum Tier I
Leverage capital ratio of 8.00% for a period of two years following the merger. As a condition of the recent branch approvals, Vision Alabama has agreed with the Alabama State Banking Department to maintain a minimum Tier I leverage capital ratio of
7.00%.



23



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##### Table of Contents

##### Index to Financial Statements

The following rate of return information for the periods indicated is presented below.

RETURN ON EQUITY AND ASSETS



|                                       |  |              |   |  |       |  
|-------------------------------------- |  | ------------ | - |  | ----- | -
|                                       |  | December 31, |  
|                                       |  | 2005         |   |  | 2004  |  
|Return on average assets               |  | 1.24         | % |  | 0.38  | %
|Return on average equity               |  | 15.13        | % |  | 3.28  | %
|Dividends payout ratio                 |  | 0.00         | % |  | 0.00  | %
|Average equity to average assets ratio |  | 8.21         | % |  | 11.58 | %
|                                       |  |              |   |  |       |  

The Board of Directors has not declared or paid a dividend since beginning operation in 2000.
Vision Bancshares has not and will not likely generate any significant earnings on its own, and it will depend upon the payment of dividends by the Banks, if it is to pay dividends on its common stock. It is expected that for at least the next year
of operation for the Banks, all earnings will be retained by the Banks for their future needs. State and federal banking laws restrict the payment of dividends by the Banks. The Company does not anticipate paying a cash dividend in the foreseeable
future.

Results of Operations

General

Our principal asset is the ownership of our Banks. Accordingly, our results of operations are primarily dependent upon the results of
operations of our Banks. The Banks profitability depends primarily on net interest income, which is the difference between interest income generated from interest-earning assets (i.e., loans and investments) less the interest expense incurred
on interest-bearing liabilities (i.e., customer deposits and borrowed funds). Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities, and the interest rate earned and paid on these
balances. Net interest income is dependent upon the Banks interest rate spread, which is the difference between the average yield earned on its interest-earning assets and the average rate paid on its interest-bearing liabilities. When
interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate interest income. The interest rate spread is impacted by interest rates, deposit flows and loan demand. Additionally, and to
a lesser extent, the profitability of the Banks is affected by such factors as the level of noninterest income and expenses, the provision for loan losses and the effective tax rate. Noninterest income consists primarily of mortgage fee income on
mortgage loans sold in the secondary market, service charges on deposit accounts, income from the sale of investment securities and other fee income. Noninterest expenses consist of compensation and benefits, occupancy-related expenses and other
operating expenses.

Earnings Summary

The Company reported net earnings of $6.7 million for 2005 representing an increase in earnings of $5.5 million or 458.3% compared to net income of $1.2 million for 2004. Earnings per basic common share were $1.10 in 2005 compared to $0.22
in 2004.



24



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##### Table of Contents

##### Index to Financial Statements

Net interest income increased 121.4% in 2005 to $25.9 million from $11.7 million in 2004. The significant
increase in net interest income in 2005 is attributable to the general growth of the Banks and the acquisition of BankTrust of Florida during the last quarter of 2004. The net interest spread increased 100 basis points to 4.50% in 2005 from 3.50% in
2004 and was driven by the increased yields on variable rate loans, coupled with an increase of 93.4% in average balances of noninterest bearing deposits in 2005 over 2004. The cost of funds increased at a slower rate than the yield on earning
assets.

Our provision for loan losses totaled $1.6 million in 2005 and $1.8 million in 2004. The allowance for loan losses represented
1.15% and 1.32% of total loans outstanding at December 31, 2005 and 2004, respectively. The allowance for loan losses is discussed in more detail under Loans and Allowance for Loan Losses above.

Noninterest income increased 59.9% to $3.1 million in 2005 compared to 2004. The increase in noninterest income in 2005 is mainly attributable to
secondary mortgage fees which increased 104.8% to $1.2 million in 2005. In addition, the Company recorded an increase of 40.9% to $1.4 million in service charges on deposit accounts in 2005 from the amount recorded in 2004. The Company also recorded
$0.5 million in other noninterest income in 2005.

Noninterest expense increased $6.8 million to $16.7 million in 2005 from $9.9 million in
2004. Salaries and employee benefits increased $3.8 million; equipment and occupancy expense increased $1.0 million; data processing expense increased $0.4 million and all other expenses increased a net of $1.6 million. These increases resulted from
the acquisition of BankTrust of Florida in October of 2004, and the general growth of the bank subsidiaries which included opening three additional branches and opening a loan production office during the year ended December 31, 2005.

Net Interest Income

Net interest
income is the principal source of a financial institutions earnings stream and represents the difference or spread between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds.
Fluctuations in interest rates as well as volume and mix changes in earning assets and interest-bearing liabilities impact net interest income.

Net interest income, before the provision for loan losses, totaled $25.9 million in 2005 representing an increase of 121.4% compared to net interest income of $11.7 million in 2004. The Company experienced significant growth in both average
earning assets and average interest-bearing liabilities during 2005 and 2004. The Summary of Changes in Net Interest Income table in the section below provides information about changes in interest income, interest expense and net
interest income due to changes in average balances and rates.

The Companys interest income increased $20.5 million, or 120.6%, to
$37.5 million in 2005 from $17.0 million in 2004. The increase in 2005 was due to the 73.0% increase in average earning assets paired with a 158 basis points increase in the yield on average earning assets during 2005 as compared to 2004. Interest
and fee income on loans increased 122.9% during 2005, primarily due to an increase of 83.9% in the average loan balances outstanding paired by an increase in the yield on loans of 137 basis points. The interest income on investment securities



25



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##### Table of Contents

##### Index to Financial Statements

increased $0.5 million or 58.9% during 2005, compared to 2004 due to an increase in average balance outstanding paired with an increase in the yield on
average balances. Interest income on federal funds sold increased $0.6 million or 163.2% during 2005 compared to 2004. This increase is primarily due to the increase in the yield on average balances outstanding of federal funds sold.

During 2005, the Companys interest expense increased $6.3 million, or 119.3%, to $11.6 million, as average interest-bearing liabilities outstanding
during 2005 increased 74.9%. Interest-bearing deposits are the major component of interest bearing liabilities, representing approximately 95.6% in 2005, and 95.2% in 2004 of average total interest-bearing liabilities outstanding. Average
interest-bearing deposits outstanding increased 75.6% during 2005, and the rate paid on these average balances reflected an increase of 56 basis points. Interest expense on borrowings and federal funds purchased during 2005 totaled $0.8 million as
compared to $0.4 million for 2004. The Company had $0.1 million in interest expense on junior subordinated debentures in 2005 and none in 2004.

The trend in net interest income is also evaluated in terms of average rates using the net interest margin and the interest rate spread. The net interest margin, or the net yield on earning assets, is computed by dividing net interest
income by average earning assets. This ratio represents the difference between the average yield returned on average earning assets and the average rate paid for funds used to support those earning assets, including both interest-bearing and
noninterest-bearing sources. The Companys net interest margin for 2005 was 5.08%, compared to 3.98% for 2004.

The interest rate
spread measures the difference between the average yield on earning assets and the average rate paid on interest-bearing sources of funds. The interest rate spread eliminates the impact of noninterest-bearing funds and gives a more direct
perspective to the effect of market interest rate movements. The net interest spread for 2005 increased 100 points to 4.50% from the Companys 2004 spread of 3.50% as the yield on earning assets increased 158 basis points while the cost of
interest-bearing sources of funds increased 58 basis points. See the tables in this section below entitled Summary of Average Balance Sheet, Net Interest Income and Interest Rates and Summary of Changes in Net Interest Income
for more information. The Summary of Average Balance Sheet, Net Interest Income and Interest Rates table presents, for the periods shown, the average balance of certain balance sheet items, the dollar amount of interest income from average earning
assets and resultant yields, the interest expense and rate paid on average interest-bearing liabilities, and the net-interest margin. The Summary of Changes in Net Interest Income table presents an analysis of changes in interest income, interest
expense and net interest income attributable to changes in volume and interest rate.



26



---

##### Table of Contents

##### Index to Financial Statements

SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME AND INTEREST RATES

(on a taxable equivalent basis)

|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|-------------------------------------------------------- |  | -------------- | ------- | - | -------- | - | ---------- |  | ----- | -------------- |  | - | -------- | - | ---------- | - | ------ |  | ---- | -
|                                                         |  | December 31,   |        
|                                                         |  | 2005           |         |   | 2004     |  
|(dollars in thousands)                                   |  | AverageBalance |         |   | Interest |   | Yield/Rate |  |       | AverageBalance |  |   | Interest |   | Yield/Rate |  
|ASSETS                                                   |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|INTEREST EARNING ASSETS                                  |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Loans, net of unearned income*                           |  | $              | 447,711 |   |          | $ | 35,297     |  | 7.88  | %              |  | $ | 243,420  |   |            | $ | 15,843 |  | 6.51 | %
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Investment securities, taxable                           |  |                | 32,014  |   |          |   | 1,273      |  | 3.98  | %              |  |   | 21,756   |   |            |   | 812    |  | 3.73 | %
|Investment securities, tax-exempt                        |  |                | 443     |   |          |   | 26         |  | 5.87  | %              |  |   | 0        |   |            |   | 0      |  | 0.00 | %
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Total investment securities                              |  |                | 32,457  |   |          |   | 1,299      |  | 4.00  | %              |  |   | 21,756   |   |            |   | 812    |  | 3.73 | %
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Interest bearing deposits with other banks               |  |                | 250     |   |          |   | 0          |  | 0.00  | %              |  |   | 250      |   |            |   | 0      |  | 0.00 | %
|Federal funds sold                                       |  |                | 28,723  |   |          |   | 900        |  | 3.13  | %              |  |   | 28,831   |   |            |   | 342    |  | 1.19 | %
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Total interest earning assets                            |  |                | 509,141 |   |          |   | 37,496     |  | 7.36  | %              |  |   | 294,257  |   |            |   | 16,997 |  | 5.78 | %
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|NONEARNING ASSETS                                        |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Cash and due from banks                                  |  |                | 10,807  |   |          |   |            |  |       |                |  |   | 7,678    |   |            |   |        |  |      |  
|Premises and Equipment                                   |  |                | 13,528  |   |          |   |            |  |       |                |  |   | 9,202    |   |            |   |        |  |      |  
|Other assets                                             |  |                | 9,581   |   |          |   |            |  |       |                |  |   | 5,231    |   |            |   |        |  |      |  
|Allowance for loan & lease losses                        |  |                | (5,205  | ) |          |   |            |  |       |                |  |   | (2,983   | ) |            |   |        |  |      |  
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Total assets                                             |  | $              | 537,852 |   |          |   |            |  |       |                |  | $ | 313,385  |   |            |   |        |  |      |  
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|LIABILITIES & STOCKHOLDERS EQUITY                       |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|INTEREST BEARING LIABILITIES                             |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Demand                                                   |  | $              | 122,700 |   |          |   | 3,046      |  | 2.48  | %              |  | $ | 53,254   |   |            |   | 706    |  | 1.33 | %
|Savings and Money Market                                 |  |                | 97,557  |   |          |   | 1,808      |  | 1.85  | %              |  |   | 54,167   |   |            |   | 617    |  | 1.14 | %
|Time deposits                                            |  |                | 167,512 |   |          |   | 5,891      |  | 3.52  | %              |  |   | 113,408  |   |            |   | 3,564  |  | 3.14 | %
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Total interest bearing deposits                          |  |                | 387,769 |   |          |   | 10,745     |  | 2.77  | %              |  |   | 220,829  |   |            |   | 4,887  |  | 2.21 | %
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Other short term borrowings                              |  |                | 760     |   |          |   | 26         |  | 3.42  | %              |  |   | 76       |   |            |   | 2      |  | 2.63 | %
|FHLB borrowings                                          |  |                | 17,065  |   |          |   | 780        |  | 4.57  | %              |  |   | 11,032   |   |            |   | 407    |  | 3.69 | %
|Junior subordinated debentures                           |  |                | 127     |   |          |   | 64         |  | 50.39 | %              |  |   | 0        |   |            |   | 0      |  | 0.00 | %
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Total interest bearing liabilities                       |  |                | 405,721 |   |          |   | 11,615     |  | 2.86  | %              |  |   | 231,937  |   |            |   | 5,296  |  | 2.28 | %
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|NONINTEREST-BEARING LIABILITIES AND SHAREHOLDERS EQUITY |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Demand deposits                                          |  |                | 85,395  |   |          |   |            |  |       |                |  |   | 44,161   |   |            |   |        |  |      |  
|Accrued expenses and other liabilities                   |  |                | 2,567   |   |          |   |            |  |       |                |  |   | 992      |   |            |   |        |  |      |  
|Stockholders equity                                     |  |                | 44,169  |   |          |   |            |  |       |                |  |   | 36,295   |   |            |   |        |  |      |  
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Total liabilities and stockholders equity               |  | $              | 537,852 |   |          |   |            |  |       |                |  | $ | 313,385  |   |            |   |        |  |      |  
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Net interest income/net interest spread                  |  |                |         |   |          | $ | 25,881     |  | 4.50  | %              |  |   |          |   |            | $ | 11,701 |  | 3.50 | %
|Net yield on total interest earning assets               |  |                |         |   |          |   |            |  | 5.08  | %              |  |   |          |   |            |   |        |  | 3.98 | %
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|TAXABLE EQUIVALENT ADJUSTMENT                            |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Loans                                                    |  |                |         |   |          |   | 22         |  |       |                |  |   |          |   |            |   | 18     |  |      |  
|Investment securities                                    |  |                |         |   |          |   | 9          |  |       |                |  |   |          |   |            |   | 0      |  |      |  
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Total taxable equivalent adjustment                      |  |                |         |   |          |   | 31         |  |       |                |  |   |          |   |            |   | 18     |  |      |  
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  
|Net interest income                                      |  |                |         |   |          | $ | 25,850     |  |       |                |  |   |          |   |            | $ | 11,683 |  |      |  
|                                                         |  |                |         |   |          |   |            |  |       |                |  |   |          |   |            |   |        |  |      |  

---

|* | Loans on nonaccrual status have been included in the computation of average balances
|- | ------------------------------------------------------------------------------------



27



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##### Table of Contents

##### Index to Financial Statements

SUMMARY OF CHANGES IN NET INTEREST INCOME (on taxable equivalent basis)



|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|------------------------------------------ |  | ----------------------- | ------ | ------------------------ | ---- | ---------------- | ----- | ------ | ------------------------ | ------ |  | - | ----- |  | - | ---- | - |  | - | -----
|                                           |  | Year Ended December 31,
|                                           |  | 2005 Compared to 2004   |        | 2004 Compared to 2003   
|                                           |  | Due to Change in        |        | TotalIncrease (Decrease) |      | Due to Change in |       |        | TotalIncrease (Decrease)
|(dollars in thousands)                     |  | Volume                  |        |                          | Rate |                  |       | Volume |                          | Rate   |  |  
|INTEREST INCOME                            |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|Loans, net of unearned income              |  | $                       | 15,553 |                          |      | $                | 3,900 |        | $                        | 19,453 |  | $ | 6,546 |  | $ | (174 | ) |  | $ | 6,372
|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|Investment securities, taxable             |  |                         | 404    |                          |      |                  | 57    |        |                          | 461    |  |   | 320   |  |   | 131  |   |  |   | 451  
|Investment securities, tax-exempt          |  |                         |       |                          |      |                  | 26    |        |                          | 26     |  |   |      |  |   |     |   |  |   |     
|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|Total investment securities                |  |                         | 404    |                          |      |                  | 83    |        |                          | 487    |  |   | 320   |  |   | 131  |   |  |   | 451  
|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|Interest bearing deposits with other banks |  |                         |       |                          |      |                  |      |        |                          |       |  |   |      |  |   |     |   |  |   |     
|Federal funds sold                         |  |                         | (1     | )                        |      |                  | 559   |        |                          | 558    |  |   | 224   |  |   | 18   |   |  |   | 242  
|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|Total interest income                      |  |                         | 15,956 |                          |      |                  | 4,542 |        |                          | 20,498 |  |   | 7,090 |  |   | (25  | ) |  |   | 7,065
|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|INTEREST EXPENSE                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|Demand                                     |  |                         | 1,408  |                          |      |                  | 932   |        |                          | 2,340  |  |   | 368   |  |   | (5   | ) |  |   | 363  
|Savings                                    |  |                         | 670    |                          |      |                  | 521   |        |                          | 1,191  |  |   | 213   |  |   | (67  | ) |  |   | 146  
|Time deposits                              |  |                         | 1,856  |                          |      |                  | 471   |        |                          | 2,327  |  |   | 1,512 |  |   | (403 | ) |  |   | 1,109
|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|Total interest bearing deposits            |  |                         | 3,934  |                          |      |                  | 1,924 |        |                          | 5,858  |  |   | 2,093 |  |   | (475 | ) |  |   | 1,618
|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|Other short term borrowings                |  |                         | 23     |                          |      |                  | 1     |        |                          | 24     |  |   | 2     |  |   |     |   |  |   | 2    
|FHLB borrowings                            |  |                         | 260    |                          |      |                  | 113   |        |                          | 373    |  |   | 230   |  |   | 9    |   |  |   | 239  
|Subordinated debentures                    |  |                         |       |                          |      |                  | 64    |        |                          | 64     |  |   |      |  |   |     |   |  |   |     
|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|Total interest expense                     |  |                         | 4,217  |                          |      |                  | 2,102 |        |                          | 6,319  |  |   | 2,325 |  |   | (466 | ) |  |   | 1,859
|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      
|Change in net interest income              |  | $                       | 11,739 |                          |      | $                | 2,440 |        | $                        | 14,179 |  | $ | 4,765 |  | $ | 441  |   |  | $ | 5,206
|                                           |  |                         |        |                          |      |                  |       |        |                          |        |  |   |       |  |   |      |   |  |   |      

---

|* | Loans on nonaccrual status have been included in the computation of average balances
|- | ------------------------------------------------------------------------------------

During 2005, the banking industry experienced an increase in the interest rate environment as the prime interest rate moved from 5.25% to 7.25%. In 2004, the prime interest rate increased from 4.00% to 5.25%.

Provision for Loan Losses, Net Charge-offs and Allowance for Loan Losses

The Company maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance is based upon managements
estimated range of those losses. Actual losses for these loans may vary significantly from this estimate.

The provision for loan losses is
charged to current earnings to bring the allowance for loan losses to a level deemed appropriate by management. Actual loan losses, net of recoveries, are charged directly to the allowance for loan losses. The amount of the provision for loan losses
is based on the growth of the loan portfolio, the amount of net loan losses incurred and managements estimation of potential future losses based on an evaluation of the risk in the loan portfolio.

During 2005, management made increases in the Banks allowance for loan losses. The Company provided $1.6 million for loan losses in 2005, compared
to $1.8 million in 2004. This increase reflects provision for net charge-offs of $0.4 million and $1.2 million for the growth in the loan portfolio in 2005. This increase in the overall level of the allowance for loan losses in 2004 was due to
provision for net charge-offs of $0.2 million and $1.6 million for the general growth in the loan portfolio in 2004.



28



---

##### Table of Contents

##### Index to Financial Statements

Loan charge-offs exceeded recoveries by $0.4 million and $0.2 million during 2005, and 2004,
respectively. This represented an increase of $0.2 million during 2005.

For a more detailed discussion of changes in the allowance for
loan losses, nonperforming assets and general credit quality, see Loans and Allowance for Loan Losses and Nonperforming Assets above. The future level of the allowance and provisions for loan losses will reflect managements ongoing
evaluation of credit risk, based on established internal policies and practices.

Noninterest Income

Noninterest income for 2005 increased $1.1 million to $3.1 million from $2.0 million in 2004. This increase was primarily due to an increase of $0.6
million in secondary mortgage fees due to the expansion of the mortgage department. In addition, service charges on deposit accounts increased $0.4 million. Other noninterest income increased to $0.5 million in 2005 from $0.3 million in 2004.

NONINTEREST INCOME



|                                    |  |                         |       |          |        |   |      |   |       |  
|----------------------------------- |  | ----------------------- | ----- | -------- | ------ | - | ---- | - | ----- | -
|                                    |  | Year Ended December 31, |      
|(dollars in thousands)              |  | 2005                    |       | % change |        |   | 2004 |  
|Service charges on deposit accounts |  | $                       | 1,441 |          | 40.86  | % |      | $ | 1,023 |  
|Loss on sale of securities          |  |                         |      |          |       |   |      |   | (6    | )
|Secondary mortgage fees             |  |                         | 1,188 |          | 104.83 | % |      |   | 580   |  
|Other noninterest income            |  |                         | 490   |          | 38.81  | % |      |   | 353   |  
|                                    |  |                         |       |          |        |   |      |   |       |  
|Total noninterest income            |  | $                       | 3,119 |          | 59.95  | % |      | $ | 1,950 |  
|                                    |  |                         |       |          |        |   |      |   |       |  

Noninterest Expenses

The main components of noninterest expense are salaries and employee benefits, occupancy expense, furniture and equipment expense, data processing expense, and other noninterest expense. Noninterest expenses totaled
approximately $16.7 million in 2005 compared to $9.9 million in 2004. All noninterst expense categories increased from 2004 to 2005 due to the growth of the Company including the acquisition of BankTrust of Florida during the last quarter of 2004.

Total salaries and benefits increased $3.8 million or 71.0% from 2004 to $9.2 million in 2005. The increase in salaries and employee
benefits during 2005 resulted primarily from an increase in the number of employees due to the Companys growth and expansion in Florida, in addition to merit increases and incentive payments for existing personnel. At December 31, 2005,
the Company had 176 full-time equivalent employees, compared to 131 at December 31, 2004. The increase in employees in 2005 resulted primarily from the opening of additional branches and growth in the secondary mortgage area in 2005, in
addition to the general growth of the Company.

Occupancy expense increased 65.3% in 2005 to $1.7 million while furniture and equipment
expenses increased 54.2% in 2005 to $0.9 million. These increases were due to the opening of three branches and one loan production office in 2005.



29



---

##### Table of Contents

##### Index to Financial Statements

Data processing expenses increased 62.1% to $1.0 million in 2005 compared to in 2004. These expenses
increased due to the general growth of the Company.

Advertising expenses increased 21.7% in 2005 to $0.3 million. The increase in 2005
reflects the Companys expansion and committed desire to attract new relationships into their banks.

All other operating expenses
increased $1.6 million in 2005 to $3.7 million, as compared to $2.1 million 2004. These increases during 2005 reflect the higher cost associated with the Companys significant growth, including the opening of two new banking offices and
converting one existing office to a full service location in 2005.

NONINTEREST EXPENSE



|                                |  |                         |        |          |       |   |      |   |      
|------------------------------- |  | ----------------------- | ------ | -------- | ----- | - | ---- | - | -----
|                                |  | Year Ended December 31,
|(dollars in thousands)          |  | 2005                    |        | % change |       |   | 2004
|Salaries and employee benefits  |  | $                       | 9,167  |          | 71.03 | % |      | $ | 5,360
|Occupancy expense               |  |                         | 1,663  |          | 65.31 | % |      |   | 1,006
|Furniture and equipment expense |  |                         | 888    |          | 54.17 | % |      |   | 576  
|Data processing                 |  |                         | 1,005  |          | 62.10 | % |      |   | 620  
|Professional fees               |  |                         | 753    |          | 95.08 | % |      |   | 386  
|Printing and office supplies    |  |                         | 320    |          | 44.80 | % |      |   | 221  
|Advertising expense             |  |                         | 297    |          | 21.72 | % |      |   | 244  
|Other                           |  |                         | 2,592  |          | 73.03 | % |      |   | 1,498
|                                |  |                         |        |          |       |   |      |   |      
|                                |  | $                       | 16,685 |          | 68.35 | % |      | $ | 9,911
|                                |  |                         |        |          |       |   |      |   |      

Income Taxes

The Company incurred income tax expense of $3.9 million on pre-tax income (adjusted for noncontrolling interest) of $10.5 million for 2005, compared to a tax expense of $0.6 million on pre-tax income (adjusted for
noncontrolling interest) of $1.8 million for 2004. The effective income tax rate was 36.6% in 2005, compared to 34.2% in 2004. The statutory federal rate was 35 % during 2005 and 2004. The Company attempts to maximize any tax benefits and
minimize any tax liabilities through active tax planning. A more detailed explanation of income tax expense is included in Note 20 to the Companys Consolidated Financial Statements included elsewhere in this Report.

Impact of Inflation and Changing Prices

A
banks asset and liability structure is substantially different from that of an industrial company in that virtually all assets and liabilities of a bank are monetary in nature. Management believes the impact of inflation on financial results
depends upon the Companys ability to react to changes in interest rates and by such reaction to reduce the inflationary impact on performance. Interest rates do not necessarily move in the same direction, or at the same magnitude, as the
prices of other goods and services. As discussed above, management seeks to manage the relationship between interest-sensitive assets and liabilities in order to protect against wide interest rate fluctuations, including those resulting from
inflation.

Various information shown elsewhere in this report should assist in an understanding of how well the Company is positioned to
react to changing interest rates and inflationary trends. In particular, the summary of net interest income, the maturity distributions, the composition of the loan and security portfolios and the data on the interest sensitivity of loans and
deposits should be considered.



30



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##### Table of Contents

##### Index to Financial Statements

ITEM 7 FINANCIAL STATEMENTS

See Table of Contents to Consolidated Financial Statements on Page F-1. Such
Financial Statements are incorporated in this Item 7 by reference.

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not
Applicable.

ITEM 8A CONTROLS AND PROCEDURES

The Chief Executive Officer and Chief Financial Officer of Vision
Bancshares have concluded, based on their evaluation as of the end of the period covered by this Form 10-KSB, that Vision Bancshares disclosure controls and procedures are effective to ensure that information required to be disclosed by Vision
Bancshares in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange
commission, and include controls and procedures designed to ensure that information required to be disclosed by Vision Bancshares in such reports is accumulated and communicated to Vision Bancshares management, including Vision Bancshares
Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

ITEM 8B OTHER INFORMATION

None.



31



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##### Table of Contents

##### Index to Financial Statements

PART III

ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) IF THE EXCHANGE ACT

Information regarding our directors and executive officers, board committees, codes of ethics, and compliance with Section 16 of the Exchange Act will be included in our definitive Proxy Statement relating to the
2006 annual meeting of stockholders (the 2006 Proxy Statement) under the sections thereof entitled Election of Directors, Committees, Code of Ethics, and Section 16(a)
Beneficial Ownership Reporting Compliance and are incorporated herein by reference.

ITEM 10 EXECUTIVE COMPENSATION

Information regarding executive compensation will be included in the 2006
Proxy Statement under the section entitled Executive Compensation and is incorporated herein by reference.

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding beneficial ownership of our common stock will be included in the 2006 Proxy Statement under the section entitled Voting Securities and Principal Shareholders and is incorporated herein by reference.

The following table summarizes certain information regarding the Companys equity compensation plans as of December 31, 2005.
The underlying compensation plans, which are more fully described in Note 14 to the consolidated financial statements included in Item 7, have been previously approved by a vote of the shareholders.



|                                                       |  |                                                                                            |  |                                                                            |      |                                                                                                                                        |       
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------------------------------- | ------
|                                                       |  | Equity Compensation Plan Information                                                      
|Plan category                                          |  | Number of securities to be issued upon exercise
ofoutstanding options, warrants and rights |  | Weighted-average exercise price ofoutstanding options, warrants and rights |      | Number of securities remaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn
(a))
|Equity compensation plans approved by shareholders     |  | 886,334                                                                                    |  | $                                                                          | 8.10 |                                                                                                                                        | 61,000
|Equity compensation plans not approved by shareholders |  |                                                                                           |  |                                                                            |     |                                                                                                                                        |      
|Total                                                  |  | 886,334                                                                                    |  | $                                                                          | 8.10 |                                                                                                                                        | 61,000



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ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and
related transactions will be included in the 2006 Proxy Statement under the section entitled Certain Relationships and Related Transactions and is incorporated herein by reference.



33



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##### Index to Financial Statements

ITEM 13 EXHIBITS

The following financial statements and supplementary data are filed as part of this
Report:



| |  |                                                                                                           |  |     
| |  | --------------------------------------------------------------------------------------------------------- |  | ----
| |  |                                                                                                           |  | Page
| |  |                                                                                                          
| |  | Table of Contents to Consolidated Financial Statements and Notes to the Consolidated Financial Statements |  | F-1 
| |  |                                                                                                          
| |  | Report of Independent Registered Public Accounting Firm                                                   |  | F-2 
| |  |                                                                                                          
| |  | Consolidated Statements of Financial Condition                                                            |  | F-3 
| |  |                                                                                                          
| |  | Consolidated Statements of Income                                                                         |  | F-4 
| |  |                                                                                                          
| |  | Consolidated Statements of Comprehensive Income                                                           |  | F-5 
| |  |                                                                                                          
| |  | Consolidated Statements of Changes in Stockholders Equity                                                |  | F-6 
| |  |                                                                                                          
| |  | Consolidated Statements of Cash Flows                                                                     |  | F-7 
| |  |                                                                                                          
| |  | Notes to Consolidated Financial Statements                                                                |  | F-8 



|(a) | Exhibits and Description
|--- | ------------------------

Exhibit 3 - Articles and By-laws.



|    |  |                                                                                                                                                                                                                             
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | The Amended and Restated Articles of Incorporation of Vision Bancshares Inc., filed as Exhibit 3.1 to the Registration Statement on Form SB-2, Amendment No. 1 (File Number 333-88073) and
incorporated herein by reference.
|    | 
|3.2 |  | The Bylaws of Vision Bancshares, Inc., filed as Exhibit 3.2 to the Registrants Registration Statement on Form SB-2 (File Number 333-88073) and incorporated herein by
reference.                                           

Exhibit 4 - Instruments Defining the Rights of Holders, Including Indentures.

Sections 3.03 and 3.04 and Article VI of the Articles of Incorporation contained at Exhibit 3 hereof and incorporated herein by reference and Article II
and Section 2 of Article III of the Bylaws contained at Exhibit 3.2 of the Registrants Registration Statement on Form SB-2 (File Number 333-88073) and incorporated herein by reference.



34



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##### Index to Financial Statements

Exhibit 10 - Material Contracts.

*10.1 Vision Bancshares, Inc. Incentive Stock Compensation Plan filed as Exhibit 10.1 to the Form SB-2 Registration Statement (File Number 333-88073) filed on
September 28, 1999, and incorporated herein by reference.

10.2 Vision Bancshares, Inc. Director Stock Plan as Exhibit 10.2 to the Form SB-2
Registration Statement (File Number 333-88073) filed on September 28, 1999, and incorporated herein by reference.

10.3 Vision Bancshares, Inc.
Employee Stock Purchase Plan filed as Exhibit 10.3 to the Form SB-2 Registration Statement (File Number 333-88073) filed on September 28, 1999, and incorporated herein by reference.

10.4 Forms of Ground Lease and Facilities Lease Agreements (four agreements) with Gulf Shores Investment Group, LLC, included at Exhibit 10.5 of the Registrants Registration Statement on Form SB-2, Amendment
No. 1 (File Number 333-88073) and incorporated herein by reference.

*10.5 Form of Change of Control Agreement for Executive Officers filed as Exhibit
10.1 of the Registrants Registration Statement (File Number 333-81574) filed on January 29, 2002, and incorporated herein by reference.

10.6
Services Agreement, dated October 4, 2002, by and between Vision Bancshares Financial Group, Inc., Vision Bank, and Skipper Insurance Agencies, included as exhibit 10.1 of the Registrants Form 10-KSB for the fiscal year ended December 31,
2003 and incorporated herein by reference.

10.7 Lease Agreement, dated June 3, 2003 by and between Vision Bancshares, Inc. and Shoppes at Edgewater,
included as exhibit 10.1 of the Registrants Form 10-QSB for the quarter ended September 30, 2003, and incorporated herein by reference.

*10.8 Form of
Agreement pursuant to the Vision Bancshares, Inc. Incentive Stock Compensation Plan.

10.9 Form of Agreement pursuant to the Vision Bancshares, Inc.
Director Stock Plan.

*10.10 Term Sheet regarding Executive Compensation Adjustment

10.11 Lease agreement, dated November 1, 2004 by and between Vision Bank and Elberta Holdings, LLC, included as exhibit 10.11 of the Registrants Form 10-KSB for the year ended December 31, 2005, and
incorporated herein by reference.

10.12 Lease agreement, dated December 6, 2004 by and between Vision Bancshares, Inc. and Sunset Promenade, LLC,
included as exhibit 10.12 of the Registrants Form 10-KSB for the year ended December 31, 2005, and incorporated herein by reference.

10.13 Lease
agreement and addendum, dated February 1, 2005 by and between Vision Bank and Forest View Apartments, Inc, included as exhibit 10.13 of the Registrants Form 10-KSB for the year ended December 31, 2005, and incorporated herein by reference.



35



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##### Index to Financial Statements

10.14 Subordination, Non-disturbance and Attornment Agreement, dated February 1, 2005 by and between Vision Bank,
Forest View Apartments Inc., and First Gulf Bank, included as exhibit 10.14 of the Registrants Form 10-KSB for the year ended December 31, 2005, and incorporated herein by reference.

10.15 Amended and Restated Trust Agreement as to Vision Bancshares Trust I dated as of December 5, 2005.

10.16 Junior Subordinated Debentures as to Vision Bancshares Trust I dated as of December 5, 2005.

10.17 Guarantee Agreement as to Vision Bancshares Trust I dated as of December 5, 2005.

10.18 Placement Agreement as
to Vision Bancshares Trust I dated as of December 5, 2005.

Exhibit 14 - Code of Ethics for Chief Executive Officer and Senior Financial Officers of
Vision Bancshares, Inc., Vision Alabama and Vision Florida included as Exhibit 14 of the Registrants Form 10-KSB for the year ended December 31, 2004, and incorporated herein by reference.

Exhibit 21 - Subsidiaries of Vision Bancshares, Inc.

Exhibit 23 - Consent
of Mauldin & Jenkins, LLC.

Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

Exhibit 32.1 - Section 1350 Certification by the Chief Executive Officer.

Exhibit 32.2 - Section 1350 Certification by the Chief Financial
Officer.



---

|* | Identifies management contract or compensatory plan or arrangement.
|- | -------------------------------------------------------------------



36



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##### Index to Financial Statements

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accountant fees and
services will be included in the 2006 Proxy Statement under the section entitled Independent Public Accountants and is incorporated herein by reference.



37



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##### Index to Financial Statements

SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Vision Bancshares, Inc.By:

/s/ J. Daniel SizemoreJ. Daniel Sizemore,Chairman, President and Chief Executive
OfficerDate: March 27, 2006


In accordance with the Exchange Act, this report has been signed below by the following
persons in the capacities indicated on March 27, 2006.



|                           |  |                                                   
|-------------------------- |  | --------------------------------------------------
|SIGNATURE                  |  | TITLE                                             
|                           | 
|/s/ Warren Banach, M.D.    |  | Director                                          
|Warren Banach, M.D.        |  |                                                   
|                           | 
|/s/ Gordon Barnhill, Jr.   |  | Director                                          
|Gordon Barnhill, Jr.       |  |                                                   
|                           | 
|/s/ R. J. Billingsley, Jr. |  | Director                                          
|R. J. Billingsley, Jr.     |  |                                                   
|                           | 
|/s/ William E. Blackmon    |  | Chief Financial Officer & Chief Accounting
Officer
|William E. Blackmon        |  |                                                   
|                           | 
|/s/ J. Donald Boggus, Jr.  |  | Director                                          
|J. Donald Boggus, Jr.      |  |                                                   
|                           | 
|/s/ Julian Brackin         |  | Director                                          
|Julian Brackin             |  |                                                   
|                           | 
|/s/ James D. Campbell      |  | Director                                          
|James D. Campbell          |  |                                                   
|                           | 
|/s/ Joe C. Campbell        |  | Director                                          
|Joe C. Campbell            |  |                                                   
|                           | 
|/s/ Joey W. Ginn           |  | Director                                          
|Joey W. Ginn               |  |                                                   



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##### Index to Financial Statements

|                           |  |                                     
|-------------------------- |  | ------------------------------------
|SIGNATURE                  |  | TITLE                               
|                           | 
|/s/ Charles S. Isler III   |  | Director                            
|Charles S. Isler III       |  |                                     
|                           | 
|/s/ Robert S. McKean       |  | Director                            
|Robert S. McKean           |  |                                     
|                           | 
|/s/ William D. Moody       |  | Director                            
|William D. Moody           |  |                                     
|                           | 
|/s/ James Ray Owen, Jr.    |  | Director                            
|James Ray Owen, Jr.        |  |                                     
|                           | 
|/s/ Donald W. Peak         |  | Director                            
|Donald W. Peak             |  |                                     
|                           | 
|/s/ Rick A. Phillips       |  | Director                            
|Rick A. Phillips           |  |                                     
|                           | 
|/s/ Daniel W. Scarborough  |  | Director                            
|Daniel W. Scarborough      |  |                                     
|                           | 
|/s/ J. Daniel Sizemore     |  | Chairman and Chief Executive Officer
|J. Daniel Sizemore         |  |                                     
|                           | 
|/s/ George W. Skipper, III |  | Director                            
|George W. Skipper, III     |  |                                     
|                           | 
|/s/ Thomas Gray Skipper    |  | Director                            
|Thomas Gray Skipper        |  |                                     
|                           | 
|/s/ J. Douglas Warren      |  | Director                            
|J. Douglas Warren          |  |                                     
|                           | 
|/s/ Patrick Willingham     |  | Director                            
|Patrick Willingham         |  | Director                            
|                           | 
|/s/ Royce T. Winborne      |  | Director                            
|Royce T. Winborne          |  |                                     



39



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##### Index to Financial Statements

T
ABLE OF CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS

AND

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|                                                           |  |    
|---------------------------------------------------------- |  | ---
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    |  | F-2
|                                                           | 
|CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION             |  | F-3
|                                                           | 
|CONSOLIDATED STATEMENTS OF INCOME                          |  | F-4
|                                                           | 
|CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME            |  | F-5
|                                                           | 
|CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY |  | F-6
|                                                           | 
|CONSOLIDATED STATEMENTS OF CASH FLOWS                      |  | F-7
|                                                           | 
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 |  | F-8



F-1



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##### Index to Financial Statements

R
EPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Vision Bancshares, Inc.

Panama City, Florida 36542

We have audited the consolidated statements of financial condition of Vision Bancshares, Inc. and Subsidiaries as of December 31, 2005 and 2004, and
the related consolidated statements of operations, comprehensive income, stockholders equity and cash flows for each of the two years in the period ended December 31, 2005. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our
audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vision Bancshares, Inc. and Subsidiaries as of December 31, 2005 and
2004 and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

Albany, Georgia

March 7, 2006

/s/ MAULDIN & JENKINS, LLCMAULDIN & JENKINS, LLC




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##### Index to Financial Statements

V
ISION BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION



|                                                                                                  |  |              |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                                                                  |  | December 31, |        
|(dollars in thousands)                                                                            |  | 2005         |         |   | 2004 |  
|Assets                                                                                            |  |              |         |   |      |   |         |  
|Cash and due from banks                                                                           |  | $            | 13,820  |   |      | $ | 10,450  |  
|Federal funds sold                                                                                |  |              | 18,202  |   |      |   | 7,799   |  
|                                                                                                  |  |              |         |   |      |   |         |  
|Cash and cash equivalents                                                                         |  |              | 32,022  |   |      |   | 18,249  |  
|                                                                                                  |  |             
|Investment securities available for sale                                                          |  |              | 33,605  |   |      |   | 27,527  |  
|Loans held for sale                                                                               |  |              | 2,482   |   |      |   | 1,254   |  
|Loans                                                                                             |  |              | 499,242 |   |      |   | 345,006 |  
|Less: Allowance for loan losses                                                                   |  |              | (5,749  | ) |      |   | (4,565  | )
|                                                                                                  |  |              |         |   |      |   |         |  
|Loans, net                                                                                        |  |              | 493,493 |   |      |   | 340,441 |  
|                                                                                                  |  |             
|Premises and equipment, net                                                                       |  |              | 12,958  |   |      |   | 12,172  |  
|Accrued interest receivable                                                                       |  |              | 2,839   |   |      |   | 1,414   |  
|Deferred tax benefit                                                                              |  |              | 2,315   |   |      |   | 1,480   |  
|Goodwill                                                                                          |  |              | 3,407   |   |      |   | 3,436   |  
|Cash Value Life Insurance                                                                         |  |              | 2,789   |   |      |   | 2,683   |  
|Core deposit intangible                                                                           |  |              | 486     |   |      |   | 563     |  
|Other assets                                                                                      |  |              | 1,483   |   |      |   | 948     |  
|                                                                                                  |  |              |         |   |      |   |         |  
|Total Assets                                                                                      |  | $            | 587,879 |   |      | $ | 410,167 |  
|                                                                                                  |  |              |         |   |      |   |         |  
|Liabilities and Stockholders Equity                                                              |  |              |         |   |      |   |         |  
|Deposits:                                                                                         |  |              |         |   |      |   |         |  
|Noninterest-bearing                                                                               |  | $            | 82,471  |   |      | $ | 64,435  |  
|Interest-bearing                                                                                  |  |              | 412,276 |   |      |   | 285,636 |  
|                                                                                                  |  |              |         |   |      |   |         |  
|Total Deposits                                                                                    |  |              | 494,747 |   |      |   | 350,071 |  
|                                                                                                  |  |             
|Advances from Federal Home Loan Bank                                                              |  |              | 19,000  |   |      |   | 9,000   |  
|Other borrowings                                                                                  |  |              | 7,283   |   |      |   | 7,700   |  
|                                                                                                  |  |              |         |   |      |   |         |  
|Total Borrowings                                                                                  |  |              | 26,283  |   |      |   | 16,700  |  
|Junior subordinated debentures                                                                    |  |              | 15,464  |   |      |   |        |  
|Accrued interest payable                                                                          |  |              | 920     |   |      |   | 523     |  
|Other liabilities                                                                                 |  |              | 2,161   |   |      |   | 1,504   |  
|                                                                                                  |  |              |         |   |      |   |         |  
|Total Liabilities                                                                                 |  |              | 539,575 |   |      |   | 368,798 |  
|                                                                                                  |  |             
|Noncontrolling interest                                                                           |  |              | 913     |   |      |   | 573     |  
|Commitments and contingencies                                                                     |  |              |         |   |      |   |         |  
|                                                                                                  |  |             
|Stockholders Equity                                                                              |  |              |         |   |      |   |         |  
|                                                                                                  |  |             
|Common stock, $1.00 par value; 10,000,000 shares authorized;                                      |  |              |         |   |      |   |         |  
|6,060,530 and 3,024,004 shares issued and outstanding at December 31, 2005 and 2004, respectively |  |              | 6,061   |   |      |   | 3,024   |  
|Preferred stock $1.00 par value;                                                                  |  |              |         |   |      |   |         |  
|1,000,000 shares authorized; none issued                                                          |  |              |        |   |      |   |        |  
|Additional paid-in capital                                                                        |  |              | 36,030  |   |      |   | 38,960  |  
|Retained earnings                                                                                 |  |              | 6,708   |   |      |   | 27      |  
|Accumulated other comprehensive loss                                                              |  |              | (492    | ) |      |   | (86     | )
|Less stock owned by and stock receivables from related variable interest entities                 |  |              | (916    | ) |      |   | (1,129  | )
|                                                                                                  |  |              |         |   |      |   |         |  
|Total Stockholders Equity                                                                        |  |              | 47,391  |   |      |   | 40,796  |  
|                                                                                                  |  |              |         |   |      |   |         |  
|Total Liabilities and Stockholders Equity                                                        |  | $            | 587,879 |   |      | $ | 410,167 |  
|                                                                                                  |  |              |         |   |      |   |         |  

See Notes to Consolidated Financial Statements



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##### Index to Financial Statements

V
ISION BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME



|                                                     |  |                          |           |      |   |           |  
|---------------------------------------------------- |  | ------------------------ | --------- | ---- | - | --------- | -
|                                                     |  | Years Ended December 31, |          
|(dollars in thousands)                               |  | 2005                     |           | 2004 |  
|Interest income:                                     |  |                          |           |      |   |           |  
|Interest and fees on loans                           |  | $                        | 35,275    |      | $ | 15,825    |  
|Interest and dividends on investment securities      |  |                          | 1,290     |      |   | 812       |  
|Interest on federal funds sold                       |  |                          | 900       |      |   | 342       |  
|                                                     |  |                          |           |      |   |           |  
|Total interest income                                |  |                          | 37,465    |      |   | 16,979    |  
|                                                     |  |                          |           |      |   |           |  
|Interest expense:                                    |  |                          |           |      |   |           |  
|Interest on deposits                                 |  |                          | 10,745    |      |   | 4,887     |  
|Interest on borrowings                               |  |                          | 806       |      |   | 409       |  
|Interest on junior subordinated debentures           |  |                          | 64        |      |   |          |  
|                                                     |  |                          |           |      |   |           |  
|Total interest expense                               |  |                          | 11,615    |      |   | 5,296     |  
|                                                     |  |                          |           |      |   |           |  
|Net interest income before provision for loan losses |  |                          | 25,850    |      |   | 11,683    |  
|                                                     |  |                          |           |      |   |           |  
|Provision for loan losses                            |  |                          | 1,595     |      |   | 1,819     |  
|                                                     |  |                          |           |      |   |           |  
|Net interest income after provision for loan losses  |  |                          | 24,255    |      |   | 9,864     |  
|                                                     |  |                         
|Noninterest income:                                  |  |                          |           |      |   |           |  
|Service charges on deposits accounts                 |  |                          | 1,441     |      |   | 1,023     |  
|Loss on sale of securities                           |  |                          |          |      |   | (6        | )
|Secondary mortgage fees                              |  |                          | 1,188     |      |   | 580       |  
|Other noninterest income                             |  |                          | 490       |      |   | 353       |  
|                                                     |  |                          |           |      |   |           |  
|Total noninterest income                             |  |                          | 3,119     |      |   | 1,950     |  
|                                                     |  |                          |           |      |   |           |  
|Noninterest expense:                                 |  |                          |           |      |   |           |  
|Salaries and benefits                                |  |                          | 9,167     |      |   | 5,360     |  
|Occupancy expense                                    |  |                          | 1,663     |      |   | 1,006     |  
|Equipment expense                                    |  |                          | 888       |      |   | 576       |  
|Data processing expense                              |  |                          | 1,005     |      |   | 620       |  
|Professional fees                                    |  |                          | 753       |      |   | 386       |  
|Printing and office supplies                         |  |                          | 320       |      |   | 221       |  
|Advertising expense                                  |  |                          | 297       |      |   | 244       |  
|Other noninterest expense                            |  |                          | 2,592     |      |   | 1,498     |  
|                                                     |  |                          |           |      |   |           |  
|Total noninterest expense                            |  |                          | 16,685    |      |   | 9,911     |  
|                                                     |  |                          |           |      |   |           |  
|Income before income taxes                           |  |                          | 10,689    |      |   | 1,903     |  
|Income tax expense                                   |  |                          | 3,854     |      |   | 618       |  
|Noncontrolling interest                              |  |                          | 154       |      |   | 96        |  
|                                                     |  |                          |           |      |   |           |  
|Net income                                           |  | $                        | 6,681     |      | $ | 1,189     |  
|                                                     |  |                          |           |      |   |           |  
|Basic earnings per share                             |  | $                        | 1.10      |      | $ | 0.22      |  
|Diluted earnings per share                           |  |                          | 1.04      |      |   | 0.21      |  
|                                                     |  |                         
|Average number of shares outstanding                 |  |                          | 6,055,688 |      |   | 5,476,097 |  
|Average number of shares outstanding, diluted        |  |                          | 6,404,514 |      |   | 5,637,344 |  

See Notes to Consolidated Financial Statements



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##### Index to Financial Statements

V
ISION BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



|                                                                                                             |  |                          |       |   |      |   |       |  
|------------------------------------------------------------------------------------------------------------ |  | ------------------------ | ----- | - | ---- | - | ----- | -
|                                                                                                             |  | Years Ended December 31, |      
|(dollars in thousands)                                                                                       |  | 2005                     |       |   | 2004 |  
|Net income                                                                                                   |  | $                        | 6,681 |   |      | $ | 1,189 |  
|                                                                                                             |  |                         
|Unrealized holding losses arising during period                                                              |  |                          | (643  | ) |      |   | (149  | )
|Reclassification adjustments for losses on securities included in net income                                 |  |                          |      |   |      |   | 6     |  
|                                                                                                             |  |                          |       |   |      |   |       |  
|Other comprehensive loss, before income taxes:                                                               |  |                          | (643  | ) |      |   | (143  | )
|                                                                                                             |  |                         
|Income tax benefit related to other comprehensive loss                                                       |  |                          | (237  | ) |      |   | (52   | )
|                                                                                                             |  |                          |       |   |      |   |       |  
|Unrealized losses on investment securities available for sale arising during the period, net of income taxes |  |                          | (406  | ) |      |   | (91   | )
|                                                                                                             |  |                          |       |   |      |   |       |  
|Other comprehensive income                                                                                   |  | $                        | 6,275 |   |      | $ | 1,098 |  
|                                                                                                             |  |                          |       |   |      |   |       |  

See Notes to Consolidated Financial Statements



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##### Table of Contents

##### Index to Financial Statements

V
ISION BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY



|                                                                       |  |              |  |                           |       |  |                            |        |   |                                             |   |        |                                                    |  |   |                           |   |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------- |  | ------------ |  | ------------------------- | ----- |  | -------------------------- | ------ | - | ------------------------------------------- | - | ------ | -------------------------------------------------- |  | - | ------------------------- | - |  | - | ------ | - |  | - | ------ | -
|                                                                       |  | Common Stock |  | AdditionalPaid-In Capital |       |  | RetainedEarnings (Deficit) |        |   | AccumulatedOtherComprehensive Income (Loss) |   |        | Stock Owned and StockReceivables from Related VIEs |  |   | TotalStockholders Equity |  
|(dollars in thousands)                                                 |  | Shares       |  | Par Value                 |       |  |                            |        |  
|Balance-December 31, 2003                                              |  | 1,888,516    |  | $                         | 1,889 |  | $                          | 21,672 |   |                                             | $ | (1,162 | )                                                  |  | $ | 5                         |   |  | $ | (1,257 | ) |  | $ | 21,147 |  
|Issuance of common stock                                               |  | 1,135,488    |  |                           | 1,135 |  |                            | 17,288 |   |                                             |   |        |                                                    |  |   |                           |   |  |   |        |   |  |   | 18,424 |  
|Net income                                                             |  |              |  |                           |       |  |                            |        |   |                                             |   | 1,189  |                                                    |  |   |                           |   |  |   |        |   |  |   | 1,189  |  
|Cash received - stock owned by and stock receivables from related VIEs |  |              |  |                           |       |  |                            |        |   |                                             |   |        |                                                    |  |   |                           |   |  |   | 128    |   |  |   | 128    |  
|Change in unrealized gains on securities available for sale            |  |              |  |                           |       |  |                            |        |   |                                             |   |        |                                                    |  |   | (91                       | ) |  |   |        |   |  |   | (91    | )
|                                                                       |  |              |  |                           |       |  |                            |        |   |                                             |   |        |                                                    |  |   |                           |   |  |   |        |   |  |   |        |  
|Balance-December 31, 2004                                              |  | 3,024,004    |  | $                         | 3,024 |  | $                          | 38,960 |   |                                             | $ | 27     |                                                    |  | $ | (86                       | ) |  | $ | (1,129 | ) |  | $ | 40,796 |  
|                                                                       |  |              |  |                           |       |  |                           
|Two-for-one stock split                                                |  | 3,026,404    |  |                           | 3,026 |  |                            | (3,026 | ) |                                             |   |        |                                                    |  |   |                           |   |  |   |        |   |  |   | 0      |  
|Issuance of common stock                                               |  | 10,122       |  |                           | 10    |  |                            | 96     |   |                                             |   |        |                                                    |  |   |                           |   |  |   |        |   |  |   | 106    |  
|Net income                                                             |  |              |  |                           |       |  |                            |        |   |                                             |   | 6,681  |                                                    |  |   |                           |   |  |   |        |   |  |   | 6,681  |  
|Cash received - stock owned by and stock receivables from related VIEs |  |              |  |                           |       |  |                            |        |   |                                             |   |        |                                                    |  |   |                           |   |  |   | 213    |   |  |   | 213    |  
|Change in unrealized gains on securities available for sale            |  |              |  |                           |       |  |                            |        |   |                                             |   |        |                                                    |  |   | (406                      | ) |  |   |        |   |  |   | (406   | )
|                                                                       |  |              |  |                           |       |  |                            |        |   |                                             |   |        |                                                    |  |   |                           |   |  |   |        |   |  |   |        |  
|Balance-December 31, 2005                                              |  | 6,060,530    |  | $                         | 6,061 |  | $                          | 36,030 |   |                                             | $ | 6,708  |                                                    |  | $ | (492                      | ) |  | $ | (916   | ) |  | $ | 47,391 |  
|                                                                       |  |              |  |                           |       |  |                            |        |   |                                             |   |        |                                                    |  |   |                           |   |  |   |        |   |  |   |        |  

See Notes to Consolidated Financial Statements



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##### Table of Contents

##### Index to Financial Statements

V
ISION BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                   |  |                          |          |   |      |   |          |  
|---------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | -
|                                                                                   |  | Years Ended December 31, |         
|(dollars in thousands)                                                             |  | 2005                     |          |   | 2004 |  
|Cash flows from operating activities:                                              |  |                          |          |   |      |   |          |  
|Net income                                                                         |  | $                        | 6,681    |   |      | $ | 1,189    |  
|Adjustments to reconcile net income to net cash provided by operations             |  |                          |          |   |      |   |          |  
|Depreciation and amortization                                                      |  |                          | 972      |   |      |   | 754      |  
|Provision for loan losses                                                          |  |                          | 1,595    |   |      |   | 1,819    |  
|Net loss on sales of premises and equipment                                        |  |                          | 40       |   |      |   | 27       |  
|Net loss on sales of investment securities                                         |  |                          |         |   |      |   | (6       | )
|Deferred income tax benefit                                                        |  |                          | (598     | ) |      |   | (435     | )
|Increase in loans originated and held for sale                                     |  |                          | (1,228   | ) |      |   | (1,254   | )
|Increase in accrued interest receivable                                            |  |                          | (1,425   | ) |      |   | (440     | )
|Increase in accrued interest payable                                               |  |                          | 397      |   |      |   | 241      |  
|Increase in other assets and bank owned life insurance                             |  |                          | (467     | ) |      |   | (673     | )
|Increase in other liabilities                                                      |  |                          | 659      |   |      |   | 431      |  
|                                                                                   |  |                          |          |   |      |   |          |  
|Net cash provided by operating activities                                          |  |                          | 6,626    |   |      |   | 1,653    |  
|                                                                                   |  |                          |          |   |      |   |          |  
|Cash flows from investing activities:                                              |  |                          |          |   |      |   |          |  
|Proceeds from maturities/calls/paydown of investment securities available for sale |  |                          | 4,377    |   |      |   | 7,186    |  
|Proceeds from sales of investment securities                                       |  |                          |         |   |      |   | 5,998    |  
|Purchases of investment securities available for sale                              |  |                          | (11,038  | ) |      |   | (20,354  | )
|Cash disbursed in acquisition of branch office                                     |  |                          |         |   |      |   | (1,577   | )
|Increase in noncontrolling interest                                                |  |                          | 340      |   |      |   | 287      |  
|Purchase of cash value life insurance                                              |  |                          |         |   |      |   | (2,600   | )
|Net increase in loans outstanding                                                  |  |                          | (154,647 | ) |      |   | (136,253 | )
|Proceeds from sales of foreclosed assets                                           |  |                          | 452      |   |      |   |         |  
|Proceeds from sales of premises and equipment                                      |  |                          | 108      |   |      |   | 12       |  
|Purchase of premises and equipment                                                 |  |                          | (2,023   | ) |      |   | (3,511   | )
|                                                                                   |  |                          |          |   |      |   |          |  
|Net cash used in investing activities                                              |  |                          | (162,431 | ) |      |   | (150,812 | )
|                                                                                   |  |                          |          |   |      |   |          |  
|Cash flows from financing activities:                                              |  |                          |          |   |      |   |          |  
|Net increase in demand, savings and time deposits                                  |  |                          | 144,676  |   |      |   | 127,313  |  
|Net increase from borrowings                                                       |  |                          | 9,835    |   |      |   | 6,497    |  
|Payments on principal of capital lease obligation                                  |  |                          | (39      | ) |      |   | (28      | )
|Proceeds from issuance of subordinated debt                                        |  |                          | 15,000   |   |      |   |         |  
|Proceeds from the issuance of common stock                                         |  |                          | 106      |   |      |   | 18,423   |  
|                                                                                   |  |                          |          |   |      |   |          |  
|Net cash provided by financing activities                                          |  |                          | 169,578  |   |      |   | 152,205  |  
|                                                                                   |  |                          |          |   |      |   |          |  
|Net increase in cash and cash equivalents                                          |  |                          | 13,773   |   |      |   | 3,046    |  
|                                                                                   |  |                         
|Cash and cash equivalents at beginning of period                                   |  |                          | 18,249   |   |      |   | 15,203   |  
|                                                                                   |  |                          |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                         |  | $                        | 32,022   |   |      | $ | 18,249   |  
|                                                                                   |  |                          |          |   |      |   |          |  
|Supplemental cash flow information:                                                |  |                          |          |   |      |   |          |  
|Cash paid during period for interest                                               |  | $                        | 11,218   |   |      | $ | 5,055    |  
|Cash paid during period for income taxes                                           |  | $                        | 4,200    |   |      | $ | 480      |  

See Notes to Consolidated Financial Statements



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##### Table of Contents

##### Index to Financial Statements

N
OTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS

Vision Bancshares, Inc. (the Company or Vision Bancshares) was organized as an Alabama corporation on July 16, 1999 and is a bank holding
company under the Bank Holding Act of 1956, as amended. On February 1, 2005, Vision Bancshares relocated its corporate headquarters to 2200 Stanford Road in Panama City, Florida from Gulf Shores, Alabama. The Companys principal
subsidiaries are Vision Bank in Alabama (Vision Alabama) and Vision Bank in Florida (Vision Florida) (together, the Banks). Virtually all of the Companys operations are conducted through the Banks. Vision
Alabama is an Alabama state chartered bank that offers general retail and commercial banking services through seven branch offices in Baldwin County, Alabama. Vision Florida is a Florida state chartered bank that offers general retail and commercial
banking services through six branch offices and one loan production office in Bay, Gulf, Walton and Okaloosa Counties, Florida.

2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of the Company and its subsidiaries follow accounting principles and practices
generally accepted in the United States of America. The following is a summary of the more significant accounting policies:

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Vision Florida and Vision Alabama, and
Vision Alabamas wholly owned subsidiary, Vision Bancshares Financial Group, Inc. The consolidated financial statements also include all Variable Interest Entities (VIEs) for which the Company is the primary beneficiary. All material
inter-company balances and transactions have been eliminated. Certain financial information for prior years has been reclassified, with no effect on total assets or net income, to conform to the current years presentation.

Use of Estimates

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

The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with
the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral.



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##### Table of Contents

##### Index to Financial Statements

The Banks loans are generally secured by specific items of collateral including real property, consumer assets, and
business assets. Although the Banks have diversified loan portfolios, a substantial portion of the debtors ability to honor their contracts is dependent on local economic conditions.

While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local
economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Banks to recognize additional losses based on their judgments
about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans can change in the future. However, the amount of the change that is reasonably possible
cannot be estimated.

Investment Securities and Other Earning Assets

Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Securities held to maturity are carried at amortized cost. The amortization
of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity. For securities which have a call feature, amortization of premiums is recognized to the first call
date.

Debt securities not classified as held to maturity are classified as available for sale. The Company has classified all debt securities as available
for sale. Securities available for sale are carried at fair value with unrealized gains and losses reported in other comprehensive income. Realized gains (losses) on securities available for sale are included in income (expense) and, if applicable,
are reported as a reclassification adjustment, net of tax, in other comprehensive income. Gains and losses on sales of securities are determined on the specific identification method.

Declines in the fair value of individual securities below their cost that are other than temporary result in write-downs of the individual securities to their fair value. The related write-downs are included in
earnings as realized losses.

In estimating other than temporary impairment losses, management considers (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 and fair value.

In response to the opportunities that the Company believed to be available by the use of Bank-Owned Life
Insurance (BOLI), the Company bought five single-premium BOLI policies for an aggregate purchase price of $2,600 thousand in March 2004 to help finance the cost of certain employee benefit plan expenses. Based on the Companys research, BOLI is
a widely used tool intended to benefit the Company and to enable the Company to provide cost-effective benefits for certain employees.

The BOLI investment
is accomplished through the purchase of life insurance on the lives of certain employees through an insurance company with a Standard & Poors rating of AA or better. The Company, not the employee or family, is the beneficiary of the
insurance policies. The first



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##### Table of Contents

##### Index to Financial Statements

source of income is from the growth of the cash surrender value (CSV) of the policy. The CSV increases each year as interest (rate is guaranteed each year
and changes annually to reflect market rates) is added by the insurance company. The second source of income comes from the insurance proceeds paid to the Bank when an employee dies. The payment of the insurance proceeds and the earnings from the
cash value are income tax free (unless the policy is surrendered). The earnings from the investment are recorded in other income on the Companys income statement and the Company now owns the BOLI policies (including both the cash value and all
increases in the cash value).

Loans

Loans are stated
at unpaid principal balances, less the allowance for loan losses and net deferred loan fees and unearned income.

Loan origination and commitment fees, as
well as certain direct organization costs, are deferred and amortized as a yield adjustment over the lives of the related loans using the interest method. Amortization of deferred loan fees is discontinued when a loan is placed on non-accrual
status.

Interest income generally is not recognized on specific impaired loans unless the likelihood of further loss is remote. Payments received on such
loans are applied as a reduction of the loan principal balance. Interest income on other impaired loans is recognized only to the extent of interest payments received.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which, in managements
judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on managements evaluation of the collectibility of the loan portfolio, including the nature of the portfolio, credit
concentrations, trends in historical loss experience, specific impaired loans, economic conditions, and other risks inherent in the portfolio. Allowances for impaired loans are generally determined based on collateral values or the present value of
estimated cash flows. Management uses available information to recognize losses on loans. However, because of uncertainties associated with local economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably
possible that changes can occur in the allowance for loan losses. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by charge-offs, net of recoveries. Changes in the allowance relating to impaired
loans are charged or credited to the provision for loan losses.



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##### Index to Financial Statements

Premises and Equipment

Land is carried at cost. Other premises and equipment are carried at cost net of accumulated depreciation. Depreciation is computed using the straight-line and double declining balance method based on the estimated useful lives of the
assets ranging from three to forty years. Depreciation expense for leasehold interest in building recorded as a capital lease is included with depreciation expense on owned assets. Maintenance and repairs are expensed as incurred while major
additions and improvements are capitalized. Gains and losses on dispositions are included in current operations.

Foreclosed Assets and Other Real
Estate

Collateral acquired through foreclosure or in settlement of loans are reported with other assets in the consolidated balance sheets. These
assets are recorded at estimated fair value, less estimated selling costs, if this value is lower than the carrying value of the related loan or property asset. The initial reduction in the carrying amount of a loan to the fair value of the
collateral received is charged to the reserve for possible loan losses. Subsequent valuation adjustments for foreclosed assets or surplus property are also included in current earnings, as are the revenues and expenses associated with managing these
assets prior to sale.

Other real estate comprises properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure.
These properties are initially carried at the lower of cost or fair market value based on appraised value at the date acquired. Loan losses arising from the acquisition of such properties are charged against the allowance for loan losses. Costs of
improvements are capitalized, whereas costs relating to holding other real estate owned and subsequent adjustments to the value are expensed.

Goodwill
and Other Intangible Assets

Goodwill represents the excess of cost over the fair value of the net assets purchased in a business combination. Goodwill
is required to be tested annually for impairment or whenever events occur that may indicate that the recoverability of the carrying amount is not probable. In the event of impairment, the amount by which the carrying amount exceeds the fair value
would be charged to earnings.

The Company performs an annual test of impairment and determined that there was no impairment in the carrying value of
goodwill for the year ended December 31, 2005. Goodwill amounting to $0.1 million has been allocated to the Vision Alabama operating unit. As a result of the acquisition of BankTrust of Florida and subsequent merger of Vision Bank, FSB,
goodwill amounting to $3.3 million and a core deposit intangible of $0.6 million was allocated to the Vision Floridas operating unit. The core deposit intangible was $0.5 million and $0.6 million at December 31, 2005 and 2004,
respectively. There has been no impairment of goodwill since the date of acquisition.

Intangible assets consist of core deposit premiums acquired in
connection with the business combinations. The core deposit premium is initially recognized based on a valuation performed as of the consummation date. The core deposit premium is amortized over the average remaining life of the acquired customer
deposits, or five to eight years. Amortization periods are reviewed annually in connection with the annual impairment testing of goodwill.



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##### Table of Contents

##### Index to Financial Statements

Income Taxes

Income
taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to net operating loss carryforwards and differences between the basis of the
allowance for loan losses, intangibles, securities and accumulated depreciation. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be recorded. As changes in tax laws or rates are
enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company files a consolidated federal income tax return with its subsidiaries.

Earnings per Share

Basic earnings per common share are computed by dividing net income by the weighted average
number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted-average number of common shares outstanding increased by the number of additional shares that would have been issued if potentially
dilutive stock options had been exercised as determined using the treasury stock method. Stock owned by and stock receivables from related variable interest represents 81,375 shares of the Companys common stock owned by a
VIE or owned individually by the members of a VIE. Because the right to vote these shares and the entitlement to receive dividends is retained by the owners of such shares, no adjustment has been made to the average shares outstanding in calculating
basic and diluted earnings per share.

Statements of Cash Flows

The Company considers all cash and amounts due from depository institutions, interest-bearing deposits in other banks, and federal funds sold to be cash equivalents for purposes of the statements of cash flows.

Cash and Due from Banks

The Banks maintain cash balances at several
other financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $100 thousand. At December 31, 2005, balances in excess of the amount insured were $8,909 thousand. At December 31,
2004, balances in excess of the amount insured were $6,398 thousand.

The Banks are required to maintain reserve balances in cash or on deposit with the
Federal Reserve Bank through their respondent relationship with certain correspondent banks, based on a percentage of deposits. The total of those reserve balances was approximately $14,737 thousand and $7,634 thousand at December 31, 2005 and
2004, respectively.



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##### Table of Contents

##### Index to Financial Statements

Stock-Based Compensation

SFAS No. 123, Accounting for Stock-Based Compensation, defines a fair value based method of accounting for an employee stock option or similar equity instrument. However, SFAS No. 123 allows an entity to continue to
measure compensation costs for those plans using the intrinsic value based method of accounting prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees. Entities electing to remain with the accounting in Opinion No. 25
must make pro forma disclosures of net income and earnings per share as if the fair value based method of accounting defined in SFAS No. 123 had been applied. Under the fair value based method, the value of the award is measured at the grant
date and is recognized over the service period, which is usually the vesting period. Under the intrinsic value based method, compensation cost is the excess, if any, of the quoted market price of the stock at the grant date or other measurement date
over the amount an employee must pay to acquire the stock. The Company has elected to measure compensation cost for its stock option plans under the provisions in APB Opinion 25.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provision of FASB Statement No. 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation.

STOCK-BASED COMPENSATION



|                                                                                                                                            |  |                          |       |   |      |   |       |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ----- | - | ---- | - | ----- | -
|                                                                                                                                            |  | Years Ended December 31, |      
|(dollars in thousands, except per share data)                                                                                               |  | 2005                     |       |   | 2004 |  
|Net income as reported                                                                                                                      |  | $                        | 6,681 |   |      | $ | 1,189 |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                          | (556  | ) |      |   | (251  | )
|                                                                                                                                            |  |                          |       |   |      |   |       |  
|Proforma net income                                                                                                                         |  | $                        | 6,125 |   |      | $ | 938   |  
|                                                                                                                                            |  |                          |       |   |      |   |       |  
|Earnings per share:                                                                                                                         |  |                          |       |   |      |   |       |  
|Basic - as reported                                                                                                                         |  | $                        | 1.10  |   |      | $ | 0.22  |  
|Basic - pro forma                                                                                                                           |  | $                        | 1.01  |   |      | $ | 0.17  |  
|Diluted - as reported                                                                                                                       |  | $                        | 1.04  |   |      | $ | 0.21  |  
|Diluted - pro forma                                                                                                                         |  | $                        | 0.96  |   |      | $ | 0.17  |  
|                                                                                                                                            |  |                          |       |   |      |   |       |  

The Plans Administration Committee determines vesting periods. The options granted in January 2005 were
immediately vested upon grant to avoid the income statement impact of the adoption of FASB 123(R) in future years.

Mortgage Rate Premiums

Vision originates mortgage loans held for sale which are funded by the Banks with a prior commitment for the loan to be purchased in the secondary
market. Vision also originates mortgage loans that are pre-approved and funded at closing by the secondary market purchaser. Because these loans are generally recorded as an asset of the Banks for less than twenty business days, origination
fees associated with these loans are recognized in income on a cash basis. The mortgage rate premiums received on secondary mortgage market loans are recognized in income when funds are received from the secondary market investor.



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##### Index to Financial Statements

Stock Split

On
April 6, 2005, the Companys Board of Directors approved a two-for-one stock split, to be issued in the form of a one-for-one stock dividend payable on April 25, 2005 to the shareholders of record on April 15, 2005. The stock
split increased the number of shares outstanding by 3,026,404. All per-share computations and amounts for all periods presented have been retroactively adjusted for this split as if it occurred on January 1, 2004.

Variable Interest Entities

In January 2003, the FASB issued
Interpretation No. 46, Consolidation of Variable Interest Entities, and interpretation of ARB No. 51 and, on December 24, 2003, the FASB issued FASB Interpretation No. 46 (Revised December 2003), Consolidation
of Variable Interest Entities which replaced FIN 46. The interpretation addresses consolidation by business enterprises of variable interest entities. A variable interest entity is defined as an entity subject to consolidation according to the
provisions of the interpretation. The revised interpretation provided for special effective dates for entities that had fully or partially applied the original interpretation as of December 24, 2003. Otherwise, application of the interpretation
is required in financial statements of public entities that have interests in special-purpose entities, or SPEs, for periods ending after December 15, 2003. Application by public entities, other than small business issuers, for all other types
of variable interest entities (i.e., non-SPEs) is required in financial statements for periods ending after March 15, 2004. Application by small business issuers to variable interest entities other than SPEs and by nonpublic entities to all
types of variable interest entities is required at various dates in 2004 and 2005. The Company has determined that the provisions of FIN 46 require consolidation of three variable interest entities. The Company has adopted the provisions under the
revised interpretation and has revised each of the years presented in the Companys consolidated financial statements.



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##### Table of Contents

##### Index to Financial Statements

The Company has determined that three variable interest entities should be included in its consolidated financial
statements. Two of the variable interest entities are owned by directors of the Company and one variable interest entity is majority-owned by the directors of the Company. The variable interest entities own properties that are leased to the Banks.
Following are condensed combined balance sheets of the three variable interest entities at December 31, 2005 and 2004.



|                                                        |  |              |       |      |   |      
|------------------------------------------------------- |  | ------------ | ----- | ---- | - | -----
|                                                        |  | December 31,
|(dollars in thousands)                                  |  | 2005         |       | 2004
|Cash                                                    |  | $            | 160   |      | $ | 95   
|Common stock                                            |  |              | 81    |      |   | 81   
|Receivables                                             |  |              | 1,222 |      |   | 1,222
|Properties                                              |  |              | 5,068 |      |   | 5,181
|Other assets                                            |  |              | 3     |      |   | 3    
|                                                        |  |              |       |      |   |      
|Total assets                                            |  | $            | 6,534 |      | $ | 6,582
|                                                        |  |              |       |      |   |      
|Borrowings collateralized by the Companys common stock |  | $            | 916   |      | $ | 1,129
|Other borrowings                                        |  |              | 4,684 |      |   | 4,848
|Other liabilities                                       |  |              | 21    |      |   | 32   
|                                                        |  |              |       |      |   |      
|Total liabilities                                       |  |              | 5,621 |      |   | 6,009
|Equity                                                  |  |              | 913   |      |   | 573  
|                                                        |  |              |       |      |   |      
|Total liabilities and equity                            |  | $            | 6,534 |      | $ | 6,582
|                                                        |  |              |       |      |   |      

Borrowings collateralized by the Companys common stock have been included in the consolidated financial
statements as a reduction of stockholders equity. The combined equity of the variable interest entities has been included in the consolidated financial statements as noncontrolling interest.

Recently Issued Accounting Standards

In December 2004, the Financial
Accounting Standards Board (FASB) issued Statement No. 123R, Share-Based Payment, a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued
to Employees, and its related implementation guidance. This Statement establishes standards for accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity
incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment transactions such as the issuance of stock options in exchange for employee services. This Statement requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for
the awardthe requisite service period (usually the vesting period). The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those
instruments (unless observable market prices for the same or similar instruments are available). This Statement is effective for public entities as of the beginning of the first interim or annual reporting period that begins after December 15,
2005. This Statement applies to all awards granted and vesting after the required effective date and to awards



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##### Table of Contents

##### Index to Financial Statements

modified, repurchased, or cancelled after that date. The adoption of this standard will result in an expense in the first quarter of 2006 of $20 thousand and
expense for the year ended December 31, 2006 of $50 thousand.

3. INVESTMENT SECURITIES

The amortized cost of securities available for sale and their approximate fair values are as follows:

INVESTMENT PORTFOLIO



|                                    |  |                    |        |                      |   |                       |  |   |           |   |  |   |       
|----------------------------------- |  | ------------------ | ------ | -------------------- | - | --------------------- |  | - | --------- | - |  | - | ------
|(dollars in thousands)              |  | GrossAmortizedCost |        | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | FairValue
|December 31, 2005                   |  |                    |        |                      |   |                       |  |   |           |   |  |   |       
|Federal agency securities           |  | $                  | 15,477 |                      | $ |                      |  | $ | (235      | ) |  | $ | 15,242
|Mortgage-backed securities          |  |                    | 15,681 |                      |   |                      |  |   | (505      | ) |  |   | 15,176
|State and municipal securities      |  |                    | 1,186  |                      |   |                      |  |   | (40       | ) |  |   | 1,146 
|                                    |  |                    |        |                      |   |                       |  |   |           |   |  |   |       
|Total debt securities               |  |                    | 32,344 |                      |   |                      |  |   | (780      | ) |  |   | 31,564
|                                    |  |                    |        |                     
|Common stock                        |  |                    | 2,041  |                      |   |                      |  |   |          |   |  |   | 2,041 
|                                    |  |                    |        |                      |   |                       |  |   |           |   |  |   |       
|Total equity securities             |  |                    | 2,041  |                      |   |                      |  |   |          |   |  |   | 2,041 
|                                    |  |                    |        |                      |   |                       |  |   |           |   |  |   |       
|Total available for sale securities |  | $                  | 34,385 |                      | $ |                      |  | $ | (780      | ) |  | $ | 33,605
|                                    |  |                    |        |                      |   |                       |  |   |           |   |  |   |       
|December 31, 2004                   |  |                    |        |                      |   |                       |  |   |           |   |  |   |       
|Federal agency securities           |  | $                  | 6,523  |                      | $ | 10                    |  | $ | (41       | ) |  | $ | 6,492 
|Mortgage-backed securities          |  |                    | 20,108 |                      |   | 19                    |  |   | (125      | ) |  |   | 20,002
|                                    |  |                    |        |                      |   |                       |  |   |           |   |  |   |       
|Total debt securities               |  |                    | 26,631 |                      |   | 29                    |  |   | (166      | ) |  |   | 26,494
|                                    |  |                    |        |                     
|Common stock                        |  |                    | 1,033  |                      |   |                      |  |   |          |   |  |   | 1,033 
|                                    |  |                    |        |                      |   |                       |  |   |           |   |  |   |       
|Total equity securities             |  |                    | 1,033  |                      |   |                      |  |   |          |   |  |   | 1,033 
|Total available for sale securities |  | $                  | 27,664 |                      | $ | 29                    |  | $ | (166      | ) |  | $ | 27,527
|                                    |  |                    |        |                      |   |                       |  |   |           |   |  |   |       

The amortized cost and estimated fair value of debt securities available for sale as of December 31, 2005 by
contractual maturity are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

INVESTMENT PORTFOLIO MATURITY SCHEDULE



|                                    |  |               |        |                     |   |       
|----------------------------------- |  | ------------- | ------ | ------------------- | - | ------
|(dollars in thousands)              |  | AmortizedCost |        | EstimatedFair Value
|Amounts maturing in:                |  |               |        |                     |   |       
|One year or less                    |  | $             | 8,948  |                     | $ | 8,918 
|After one years through five years  |  |               | 9,916  |                     |   | 9,608 
|After five year through ten years   |  |               | 6,922  |                     |   | 6,686 
|After ten years                     |  |               | 6,558  |                     |   | 6,352 
|                                    |  |               |        |                     |   |       
|Total investment in debt securities |  | $             | 32,344 |                     | $ | 31,564
|                                    |  |               |        |                     |   |       



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##### Table of Contents

##### Index to Financial Statements

Realized gains and losses are determined on the basis of specific identification. During 2004 and 2005, sales proceeds
and gross realized gains and losses on securities classified as available for sale were:

GAINS AND LOSSES ON SECURITIES



|                       |  |                          |   |      |   |       |  
|---------------------- |  | ------------------------ | - | ---- | - | ----- | -
|                       |  | Years Ended December 31, |  
|(dollars in thousands) |  | 2005                     |   | 2004 |  
|Sales proceeds         |  | $                        |  |      | $ | 5,998 |  
|                       |  |                          |   |      |   |       |  
|Gross realized losses  |  | $                        |  |      | $ | (6    | )
|                       |  |                          |   |      |   |       |  
|Gross realized gains   |  | $                        |  |      | $ |      |  
|                       |  |                          |   |      |   |       |  

The following table shows the gross unrealized losses and fair value of securities, aggregated by category and
length of time that securities have been in a continuous unrealized loss position at December 31, 2005.



|                                           |  |                     |        |                  |                   |      |           |       |                  |        |  |           |      |                  |  |   |        |  |   |      |  
|------------------------------------------ |  | ------------------- | ------ | ---------------- | ----------------- | ---- | --------- | ----- | ---------------- | ------ |  | --------- | ---- | ---------------- |  | - | ------ |  | - | ---- | -
|2005 (dollars in thousands)                |  | Less Than 12 Months |        |                  | 12 Months or More |      |           | Total |                 
|Description of securities                  |  | FairValue           |        | UnrealizedLosses |                   |      | FairValue |       | UnrealizedLosses |        |  | FairValue |      | UnrealizedLosses | 
|U.S. Treasury and Govt Agency              |  | $                   | 13,803 |                  | $                 | (175 | )         |       | $                | 1,439  |  | $         | (60  | )                |  | $ | 15,242 |  | $ | (235 | )
|Mortgage-backed securities                 |  |                     | 4,044  |                  |                   | (106 | )         |       |                  | 11,123 |  |           | (399 | )                |  |   | 15,167 |  |   | (505 | )
|State and municipal securities             |  |                     | 1,146  |                  |                   | (40  | )         |       |                  |       |  |           |     |                  |  |   | 1,146  |  |   | (40  | )
|Total temporarily impaired debt securities |  | $                   | 18,993 |                  | $                 | (321 | )         |       | $                | 12,562 |  | $         | (459 | )                |  | $ | 31,555 |  | $ | (780 | )
|                                           |  |                     |       
|2004 (dollars in thousands)                |  | Less Than 12 Months |        |                  | 12 Months or More |      |           | Total |                 
|Description of securities                  |  | FairValue           |        | UnrealizedLosses |                   |      | FairValue |       | UnrealizedLosses |        |  | FairValue |      | UnrealizedLosses | 
|U.S. Treasury and Govt Agency              |  | $                   | 4,441  |                  | $                 | (41  | )         |       | $                |       |  | $         |     |                  |  | $ | 4,441  |  | $ | (41  | )
|Mortgage-backed securities                 |  |                     | 16,285 |                  |                   | (125 | )         |       |                  |       |  |           |     |                  |  |   | 16,285 |  |   | (125 | )
|Total temporarily impaired debt securities |  | $                   | 20,726 |                  | $                 | (166 | )         |       | $                |       |  | $         |     |                  |  | $ | 20,726 |  | $ | (166 | )

As of December 31, 2005, the Company had ten issuances (nine mortgage-backed securities and one agency
security) that had been in an unrealized loss position for more than twelve months. The unrealized losses associated with these securities are not considered to be other-than-temporarily impaired because their unrealized losses are related to
changes in interest rates and do not effect the expected cash flows of the issuer or underlying collateral. Unrealized losses on securities have not been recognized in income because the securities are of high credit quality and management has the
intent and ability to hold them for the foreseeable future. The fair value is expected to recover as the securities approach their maturity date or market rates change.

Securities with a carrying value of $27,473 thousand were pledged at December 31, 2005 and securities with a carrying value of $23,037 thousand were pledged at December 31, 2004 to secure public deposits and
for other purposes required or permitted by law.



F-17



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##### Table of Contents

##### Index to Financial Statements

4. LOANS

The
composition of the Companys loan portfolio follows:

LOANS OUTSTANDING BY TYPE



|                                   |  |              |         |   |      |   |         |  
|---------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                   |  | December 31, |        
|(dollars in thousands)             |  | 2005         |         |   | 2004 |  
|Loans                              |  |              |         |   |      |   |         |  
|Commercial and financial           |  | $            | 48,320  |   |      | $ | 49,201  |  
|Agricultural                       |  |              | 700     |   |      |   | 65      |  
|Consumer                           |  |              | 9,727   |   |      |   | 10,384  |  
|Equity                             |  |              | 24,331  |   |      |   | 13,093  |  
|Real estate - Construction         |  |              | 260,828 |   |      |   | 140,749 |  
|Real estate - Residential          |  |              | 84,740  |   |      |   | 72,339  |  
|Real estate - Commercial and other |  |              | 71,370  |   |      |   | 59,371  |  
|Other loans                        |  |              | 1,259   |   |      |   | 931     |  
|                                   |  |              |         |   |      |   |         |  
|                                   |  |              | 501,275 |   |      |   | 346,133 |  
|Unearned income                    |  |              | (2,033  | ) |      |   | (1,127  | )
|                                   |  |              |         |   |      |   |         |  
|                                   |  |              | 499,242 |   |      |   | 345,006 |  
|Allowance for loan losses          |  |              | (5,749  | ) |      |   | (4,565  | )
|                                   |  |              |         |   |      |   |         |  
|Loans, net                         |  | $            | 493,493 |   |      | $ | 340,441 |  
|                                   |  |              |         |   |      |   |         |  

The Banks have entered into transactions with certain directors, executive officers, significant stockholders, and
their affiliates. Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other
customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features. An analysis of the changes in loans to related parties during 2005 follows:

EXTENSION OF CREDIT TO RELATED PARTIES



|                       |  |      |         |  
|---------------------- |  | ---- | ------- | -
|(dollars in thousands) |  | 2005 |        
|Beginning balance      |  | $    | 17,428  |  
|Additions              |  |      | 34,677  |  
|Repayments             |  |      | (15,815 | )
|                       |  |      |         |  
|Ending balance         |  | $    | 36,290  |  
|                       |  |      |         |  

5. ALLOWANCE FOR POSSIBLE LOAN LOSSES

A summary analysis of changes in the allowance for possible loan losses follows:

ALLOWANCE FOR LOAN LOSSES



|                                     |  |                          |       |   |      |   |       |  
|------------------------------------ |  | ------------------------ | ----- | - | ---- | - | ----- | -
|                                     |  | Years Ended December 31, |      
|(dollars in thousands)               |  | 2005                     |       |   | 2004 |  
|Allowance for loan losses            |  |                          |       |   |      |   |       |  
|Balances, beginning of year          |  | $                        | 4,565 |   |      | $ | 2,072 |  
|Provision for losses                 |  |                          | 1,595 |   |      |   | 1,819 |  
|Loans charged off, net of recoveries |  |                          | (411  | ) |      |   | (162  | )
|Acquired loan loss reserve           |  |                          |      |   |      |   | 836   |  
|                                     |  |                          |       |   |      |   |       |  
|Balances, end of year                |  | $                        | 5,749 |   |      | $ | 4,565 |  
|                                     |  |                          |       |   |      |   |       |  



F-18



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##### Table of Contents

##### Index to Financial Statements

6. IMPAIRED LOANS, NONPERFORMING LOANS, FORECLOSED ASSETS AND OTHER REAL ESTATE OWNED

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

IMPAIRED LOANS



|                                              |  |                         |       |      |   |      
|--------------------------------------------- |  | ----------------------- | ----- | ---- | - | -----
|                                              |  | Year Ended December 31,
|(dollars in thousands)                        |  | 2005                    |       | 2004
|Impaired loans without a valuation allowance  |  | $                       |      |      | $ |     
|Impaired loans with a valuation allowance     |  |                         | 2,431 |      |   | 1,523
|                                              |  |                         |       |      |   |      
|Total impaired loans                          |  | $                       | 2,431 |      | $ | 1,523
|                                              |  |                         |       |      |   |      
|Valuation allowance related to impaired loans |  | $                       | 612   |      | $ | 650  
|Average investment in impaired loans          |  |                         | 1,883 |      |   | 1,613
|Interest income recognized on impaired loans  |  |                         |      |      |   |     
|                                              |  |                         |       |      |   |      

Loans on nonaccrual status amounted to approximately $2,588 thousand and $1,920 thousand at December 31, 2005
and 2004, respectively. Management monitors these credits on a continuing basis and believes the Company has adequate allowance to absorb any potential losses associated with these loans.

There was no other real estate owned at December 31, 2005. The carrying amount of other real estate owned at December 31, 2004 was $452 thousand.

There were no foreclosed assets and repossessions at December 31, 2005. The carrying amount of foreclosed assets at December 31, 2004 was $3 thousand.

7. PREMISES AND EQUIPMENT

A summary of premises and equipment:

PREMISES & EQUIPMENT



|                                |  |              |        |   |      |   |        |  
|------------------------------- |  | ------------ | ------ | - | ---- | - | ------ | -
|                                |  | December 31, |       
|(dollars in thousands)          |  | 2005         |        |   | 2004 |  
|Leasehold improvements          |  | $            | 1,515  |   |      | $ | 729    |  
|Capitalized leases              |  |              | 1,750  |   |      |   | 1,750  |  
|Land                            |  |              | 1,734  |   |      |   | 1,745  |  
|Buildings                       |  |              | 6,193  |   |      |   | 6,138  |  
|Furniture, fixtures & equipment |  |              | 5,400  |   |      |   | 4,590  |  
|Automobiles                     |  |              | 149    |   |      |   | 167    |  
|Construction in progress        |  |              | 89     |   |      |   | 189    |  
|                                |  |              |        |   |      |   |        |  
|                                |  |              | 16,830 |   |      |   | 15,308 |  
|Less: Accumulated depreciation  |  |              | (3,872 | ) |      |   | (3,136 | )
|                                |  |              |        |   |      |   |        |  
|                                |  | $            | 12,958 |   |      | $ | 12,172 |  
|                                |  |              |        |   |      |   |        |  

Depreciation expense was $955 thousand and $620 thousand for the years ended
December 31, 2005 and 2004, respectively.



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##### Table of Contents

##### Index to Financial Statements

At December 31, 2005, the Company had $179 thousand in binding commitments for capital expenditures. This includes
$62 thousand to complete projects currently under construction and $117 thousand for Vision Floridas Santa Rosa branch improvements.

8.
INTANGIBLE ASSETS

Following is a summary of information related to acquired intangible assets:



|                            |  |                         |     |                         |   |             |  |                         |     |  |   |   
|--------------------------- |  | ----------------------- | --- | ----------------------- | - | ----------- |  | ----------------------- | --- |  | - | --
|                            |  | As of December 31, 2005 |     | As of December 31, 2004
|(dollars in thousands)      |  | GrossAmount             |     | AccumulatedAmortization |   | GrossAmount |  | AccumulatedAmortization
|Amortized intangible assets |  |                         |     |                         |   |             |  |                         |     |  |   |   
|Core deposit premiums       |  | $                       | 577 |                         | $ | 91          |  | $                       | 577 |  | $ | 14
|                            |  |                         |     |                         |   |             |  |                         |     |  |   |   

The amortization expense for intangible assets was $77 thousand and $14 thousand for the years ended
December 31, 2005 and 2004, respectively.

The estimated amortization expense for each of the next five years is as
follows:



|                          |  |   |    
|------------------------- |  | - | ---
|(dollars in thousands)    |  |  
|Years Ending December 31, |  |   |    
|2006                      |  | $ | 74 
|2007                      |  |   | 74 
|2008                      |  |   | 74 
|2009                      |  |   | 74 
|2010                      |  |   | 74 
|Thereafter                |  |   | 116
|                          |  |   |    
|                          |  | $ | 486
|                          |  |   |    

Changes in the carrying amount of goodwill are as follows:



|                                                                       |  |                   |       |   |      |   |      
|---------------------------------------------------------------------- |  | ----------------- | ----- | - | ---- | - | -----
|                                                                       |  | As of December 31
|(dollars in thousands)                                                 |  | 2005              |       |   | 2004
|Beginning balance                                                      |  | $                 | 3,436 |   |      | $ | 125  
|Goodwill acquired through business combinations                        |  |                   |      |   |      |   | 3,311
|Adjustments of previously acquired goodwill based on final allocations |  |                   | (29   | ) |      |   |     
|                                                                       |  |                   |       |   |      |   |      
|Ending balance                                                         |  | $                 | 3,407 |   |      | $ | 3,436
|                                                                       |  |                   |       |   |      |   |      



F-20



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##### Table of Contents

##### Index to Financial Statements

9. DEPOSITS

Deposit account balances are summarized as follows:

DEPOSITS



|                                             |  |              |         |      |   |        
|-------------------------------------------- |  | ------------ | ------- | ---- | - | -------
|                                             |  | December 31,
|(dollars in thousands)                       |  | 2005         |         | 2004
|Noninterest bearing demand accounts          |  | $            | 82,471  |      | $ | 64,435 
|Interest-bearing demand accounts             |  |              | 133,937 |      |   | 65,674 
|Savings and money market deposits            |  |              | 86,107  |      |   | 77,157 
|Certificates of deposits less than $100,000  |  |              | 80,885  |      |   | 71,641 
|Certificates of deposits of $100,000 or more |  |              | 107,347 |      |   | 67,164 
|Time deposit open accounts                   |  |              | 4,000   |      |   | 4,000  
|                                             |  |              |         |      |   |        
|                                             |  | $            | 494,747 |      | $ | 350,071
|                                             |  |              |         |      |   |        

Certificates maturing in years ending December 31, as of December 31,
2005:



|                    |  |   |        
|------------------- |  | - | -------
|(in thousands)      |  |  
|2006                |  | $ | 106,222
|2007                |  |   | 37,427 
|2008                |  |   | 15,866 
|2009                |  |   | 4,795  
|2010 and thereafter |  |   | 27,922 
|                    |  |   |        
|                    |  | $ | 192,232
|                    |  |   |        

The Company had $6,959 thousand and $4,286 thousand in brokered deposits at December 31, 2005 and 2004
respectively.

At December 31, 2005 and 2004, overdraft demand deposits reclassified to loans totaled $336 thousand and $196 thousand, respectively.



F-21



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##### Table of Contents

##### Index to Financial Statements

10. BORROWINGS

Borrowings consist of the following:

BORROWINGS



|                                                                                                                                                                                                                                                                                   |  |              |        |      |   |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | ---- | - | ------
|                                                                                                                                                                                                                                                                                   |  | December 31,
|(dollars in thousands)                                                                                                                                                                                                                                                             |  | 2005         |        | 2004
|Federal Home Loan Bank - Atlanta, maturing in 2006 bearing fixed rateinterest of 4.490%, collateralized by Vision Bank-FLs 1-4
family first mortgage loans.                                                                                                                       |  | $            | 5,000  |      | $ |      
|Federal Home Loan Bank - Atlanta, maturing in 2006 bearing interest indexed to three(3) month LIBOR, collateralized by Vision
Bank-FLs 1-4 family first mortgage loans.(The interest rate was 4.61% at December 31, 2005)                                                         |  |              | 5,000  |      |   |      
|Federal Home Loan Bank - Atlanta, maturing in 2005 bearing interest indexed to three(3) month LIBOR, collateralized by Vision
Bank-ALs 1-4 family first mortgage loans.(The interest rate was 2.630% at December 31, 2004)                                                        |  |              |       |      |   | 4,000 
|Federal Home Loan Bank - Atlanta, maturing in 2007 bearing interest indexed to three(3) month LIBOR, collateralized by Vision
Bank-ALs 1-4 family first mortgage loans.(The interest rate was 4.670% at December 31, 2005)                                                        |  |              | 4,000  |      |   |      
|Federal Home Loan Bank - Atlanta, maturing in 2009 (callable in 2006) bearing fixedrate interest of 2.85 %, collateralized by Vision
Bank-ALs 1-4 family first mortgage loans.                                                                                                    |  |              | 5,000  |      |   | 5,000 
|Capitalized lease obligation, due in various installments through 2024 bearing interest at 7.940%, collateralized by leased
assets                                                                                                                                                 |  |              | 1,683  |      |   | 1,722 
|Borrowings of noncontrolling interests                                                                                                                                                                                                                                             |  |              |        |      |   |       
|Elberta Holdings LLC:                                                                                                                                                                                                                                                              |  |              |        |      |   |       
|The Bankers Bank - Atlanta, GeorgiaNote collateralized by real estate; principal and interest due quarterly; rate is at prime*,due
March 3, 2009                                                                                                                                   |  |              | 461    |      |   | 448   
|Gulf Shores Investment Group LLC:                                                                                                                                                                                                                                                  |  |              |        |      |   |       
|The Bankers Bank  Atlanta, GeorgiaNote collateralized by real estate; interest due monthly at prime* less 0.5% and principaldue
monthly based on sixteen year amortization with balloon payment dueFebruary 3, 2010                                                               |  |              | 917    |      |   | 978   
|The Bankers Bank  Atlanta, GeorgiaNote collateralized by real estate; interest due monthly at prime* less 0.5% andprincipal due
monthly based on sixteen year amortization with balloon payment dueFebruary 3, 2010                                                               |  |              | 1,271  |      |   | 1,139 
|The Bankers Bank  Atlanta, GeorgiaNote collateralized by real estate; payments of $2,200 principal and interest due monthly;rate
is at prime* less 0.5%, due May 3, 2005                                                                                                          |  |              |       |      |   | 188   
|Nexity Bank  Atlanta, GeorgiaNote collateralized by 81,375 shares of Vision Bancshares Inc. common stockguaranteed by certain
directors of the Company who are members of VIE; due $42,500quarterly plus interest; rate is at prime* less 0.5%; balloon payment dueSept. 24, 2008 |  |              | 916    |      |   | 1,129 
|Bay County Investment Group LLC:                                                                                                                                                                                                                                                   |  |              |        |      |   |       
|The Bankers Bank  Atlanta, GeorgiaNote collateralized by real estate; interest due monthly at prime* less 0.5% and principaldue
monthly based on twenty year amortization with balloon payment due Oct. 16, 2008                                                                  |  |              | 2,035  |      |   | 2,096 
|                                                                                                                                                                                                                                                                                   |  |              |        |      |   |       
|Total Borrowings                                                                                                                                                                                                                                                                   |  | $            | 26,283 |      | $ | 16,700
|                                                                                                                                                                                                                                                                                   |  |              |        |      |   |       
|Junior Subordinated DebenturesInterest due quarterly; maturing in 2035 bearing interest indexed to three (3) monthLIBOR. (The
interest rate was 6.00688% at December 31, 2005)                                                                                                     |  |              | 15,464 |      |   |      

---

|* | Prime rate at December 31, 2005 was 7.25%
|- | -----------------------------------------

The advances from the
Federal Home Loan Bank are secured by a blanket lien against the Banks 1-4 family first mortgage loans. These loans totaled approximately $73,090 thousand at December 31,



F-22



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##### Table of Contents

##### Index to Financial Statements

2005. At December 31, 2004, the advances from the Federal Home Loan Bank were secured by Vision Alabamas 1-4 family first mortgages and these
loans totaled $44,868 thousand. At December 31, 2005 the Banks had available unused lines of credit with the Federal Home Loan Bank totaling $19,597 thousand.

The following table presents maturity information for the Companys FHLB and other borrowings as of December 31, 2005.



|                          |  |              |        |                                |   |               |  |                              |       |       |   |        |  |   |       
|------------------------- |  | ------------ | ------ | ------------------------------ | - | ------------- |  | ---------------------------- | ----- | ----- | - | ------ |  | - | ------
|(dollars in thousands)    |  | FHLBAdvances |        | Obligation forCapitalizedLease |   | VIEBorrowings |  | JuniorSubordinatedDebentures |       | Total
|Years Ending December 31, |  |              |        |                                |   |               |  |                              |       |       |   |        |  |   |       
|2006                      |  | $            | 10,000 |                                | $ | 43            |  | $                            | 358   |       | $ |       |  | $ | 10,401
|2007                      |  |              | 4,000  |                                |   | 46            |  |                              | 380   |       |   |       |  |   | 4,426 
|2008                      |  |              |       |                                |   | 50            |  |                              | 2,631 |       |   |       |  |   | 2,681 
|2009                      |  |              | 5,000  |                                |   | 54            |  |                              | 535   |       |   |       |  |   | 5,589 
|2010                      |  |              |       |                                |   | 59            |  |                              | 1,696 |       |   |       |  |   | 1,755 
|Thereafter                |  |              |       |                                |   | 1,431         |  |                              |      |       |   | 15,464 |  |   | 16,895
|                          |  |              |        |                                |   |               |  |                              |       |       |   |        |  |   |       
|Total                     |  | $            | 19,000 |                                | $ | 1,683         |  | $                            | 5,600 |       | $ | 15,464 |  | $ | 41,747
|                          |  |              |        |                                |   |               |  |                              |       |       |   |        |  |   |       

The Company and subsidiaries also have available unused lines of credit with various financial institutions
totaling $30,800 thousand at December 31, 2005.

11. JUNIOR SUBORDINATED DEBENTURES

In December 2005, the Company formed a wholly-owned Delaware statutory business trust, Vision Bancshares Trust I (Trust I), which issued $15,000 thousand of
the Trusts floating rate Preferred Securities (the Trust Preferred Securities). These debentures qualify as Tier I capital under Federal Reserve Board guidelines. All of the common securities of Trust I are owned by the Company.
The proceeds from the issuance of the common securities and the Trust Preferred Securities were used by Vision Bancshares Trust I to purchase $15,464 thousand of junior subordinated debentures of the Company, which carry a floating rate based on a
three-month LIBOR plus 148 basis points. The debentures represent the sole asset of Trust I. The Trust Preferred Securities accrue and pay distributions at a floating rate of three-month LIBOR plus 148 basis points per annum of the stated
liquidation value of $1,000 per capital security. The Company has entered into contractual agreements which, taken collectively, fully and unconditionally guarantee payment of: (i) accrued and unpaid distributions required to be paid on the
Trust Preferred Securities; (ii) the redemption price with respect to any Trust Preferred Securities called for redemption by Trust I and (iii) payments due upon a voluntary or involuntary dissolution, winding up or liquidation of Trust I.
The Trust Preferred Securities are mandatorily redeemable upon maturity of the debentures in December 2035, or upon earlier redemption as provided in the indenture. The Company has the right to redeem the debentures purchased by Trust I in whole or
in part, on or after December 30, 2010. As specified in the indenture, if the debentures are redeemed prior to maturity, the redemption price will be the principal amount, plus any unpaid accrued interest.



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##### Index to Financial Statements

12. REGULATORY CAPITAL

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

Quantitative measures established by regulation to ensure capital adequacy require the Company, Vision Alabama, and Vision Florida to maintain minimum amounts and ratios
(set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2005 and
2004, that the Company and the Banks meet all capital adequacy requirements to which they are subject.



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##### Table of Contents

##### Index to Financial Statements

As of December 31, 2005, the most recent notification from the Federal Deposit Insurance Corporation categorized the
Banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Banks must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the
following table. There are no conditions or events since that notification that management believes have changed the Banks categories. Prompt corrective action provisions are not applicable to bank holding companies.

REGULATORY CAPITAL



|                                                   |  |        |        |       |                              |   |        |                                                                   |        |  |      |        |  |        |  |      
|-------------------------------------------------- |  | ------ | ------ | ----- | ---------------------------- | - | ------ | ----------------------------------------------------------------- | ------ |  | ---- | ------ |  | ------ |  | -----
|                                                   |  | Actual |        |       | For CapitalAdequacy Purposes |   |        | To Be WellCapitalized Under the PromptCorrective ActionProvisions
|(dollars in thousands)                             |  | Amount |        | Ratio |                              |   | Amount |                                                                   | Ratio  |  |      | Amount |  | Ratio 
|As of December 31, 2005                            |  |        |        |       |                              |   |        |                                                                   |        |  |      |        |  |        |  |      
|Total Risk-Based Capital (to Risk-Weighted Assets) |  |        |        |       |                              |   |        |                                                                   |        |  |      |        |  |        |  |      
|Consolidated                                       |  | $      | 64,740 |       | 11.81                        | % |        | $                                                                 | 43,840 |  | 8.00 | %      |  | N/A    |  | N/A  
|Vision Bank-AL                                     |  |        | 38,457 |       | 10.81                        |   |        |                                                                   | 28,461 |  | 8.00 |        |  | 35,576 |  | 10.00
|Vision Bank-FL                                     |  |        | 20,064 |       | 10.77                        |   |        |                                                                   | 14,900 |  | 8.00 |        |  | 18,625 |  | 10.00
|                                                   |  |        |        |       |                              |  
|Tier 1 Capital (to Risk-Weighted Assets)           |  |        |        |       |                              |   |        |                                                                   |        |  |      |        |  |        |  |      
|Consolidated                                       |  |        | 58,633 |       | 10.70                        |   |        |                                                                   | 21,920 |  | 4.00 |        |  | N/A    |  | N/A  
|Vision Bank-AL                                     |  |        | 34,698 |       | 9.75                         |   |        |                                                                   | 14,230 |  | 4.00 |        |  | 21,346 |  | 6.00 
|Vision Bank-FL                                     |  |        | 18,074 |       | 9.70                         |   |        |                                                                   | 7,450  |  | 4.00 |        |  | 11,175 |  | 6.00 
|                                                   |  |        |        |       |                              |  
|Tier 1 Leverage Capital (to Average Assets)        |  |        |        |       |                              |   |        |                                                                   |        |  |      |        |  |        |  |      
|Consolidated                                       |  |        | 58,633 |       | 10.06                        |   |        |                                                                   | 23,305 |  | 4.00 |        |  | N/A    |  | N/A  
|Vision Bank-AL                                     |  |        | 34,698 |       | 9.24                         |   |        |                                                                   | 15,018 |  | 4.00 |        |  | 18,773 |  | 5.00 
|Vision Bank-FL                                     |  |        | 18,074 |       | 9.11                         |   |        |                                                                   | 7,937  |  | 4.00 |        |  | 9,921  |  | 5.00 
|                                                   |  |        |        |       |                              |  
|As of December 31, 2004                            |  |        |        |       |                              |   |        |                                                                   |        |  |      |        |  |        |  |      
|Total Risk-Based Capital (to Risk-Weighted Assets) |  |        |        |       |                              |   |        |                                                                   |        |  |      |        |  |        |  |      
|Consolidated                                       |  | $      | 41,448 |       | 11.01                        | % |        | $                                                                 | 30,127 |  | 8.00 | %      |  | N/A    |  | N/A  
|Vision Bank-AL                                     |  |        | 27,566 |       | 10.53                        |   |        |                                                                   | 20,950 |  | 8.00 |        |  | 26,188 |  | 10.00
|Vision Bank-FL                                     |  |        | 13,414 |       | 12.32                        |   |        |                                                                   | 8,710  |  | 8.00 |        |  | 10,888 |  | 10.00
|                                                   |  |        |        |       |                              |  
|Tier 1 Capital (to Risk-Weighted Assets)           |  |        |        |       |                              |   |        |                                                                   |        |  |      |        |  |        |  |      
|Consolidated                                       |  |        | 36,883 |       | 9.79                         |   |        |                                                                   | 15,064 |  | 4.00 |        |  | N/A    |  | N/A  
|Vision Bank-AL                                     |  |        | 24,423 |       | 9.33                         |   |        |                                                                   | 10,475 |  | 4.00 |        |  | 15,713 |  | 6.00 
|Vision Bank-FL                                     |  |        | 12,052 |       | 11.07                        |   |        |                                                                   | 4,355  |  | 4.00 |        |  | 6,533  |  | 6.00 
|                                                   |  |        |        |       |                              |  
|Tier 1 Leverage Capital (to Average Assets)        |  |        |        |       |                              |   |        |                                                                   |        |  |      |        |  |        |  |      
|Consolidated                                       |  |        | 36,883 |       | 10.09                        |   |        |                                                                   | 14,779 |  | 4.00 |        |  | N/A    |  | N/A  
|Vision Bank-AL                                     |  |        | 24,423 |       | 9.26                         |   |        |                                                                   | 10,545 |  | 4.00 |        |  | 13,182 |  | 5.00 
|Vision Bank-FL                                     |  |        | 12,052 |       | 10.85                        |   |        |                                                                   | 4,445  |  | 4.00 |        |  | 5,556  |  | 5.00 

The Banks are subject to certain restrictions on the amount of dividends that may be declared without prior
regulatory approval. At December 31, 2005, approximately $9,256 thousand were available for dividend declaration without prior regulatory approval.



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##### Table of Contents

##### Index to Financial Statements

13. EMPLOYEE BENEFIT PLANS

Vision sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code that covers substantially all full-time employees. This plan allows the employee to contribute a minimum of 1% to a maximum of 15% of their
total compensation annually. The Banks provide a matching contribution to the Plan of 50% of the first 6% of the total annual compensation of the employees contribution, thus allowing contributions totaling 18% of the employees annual
compensation. Tax law imposes limits on total annual participant savings. Participants are fully vested in their savings. Participants are vested in employer match contributions based on years of vesting service in which they worked at least 1,000
hours as shown below.



|          |  |             |   |  |    |  |    |  |    |  |    |  |          
|--------- |  | ----------- | - |  | -- |  | -- |  | -- |  | -- |  | ---------
|Years     |  | Less than 2 |   |  | 2  |  | 3  |  | 4  |  | 5  |  | 6 or more
|Vesting % |  | 0           | % |  | 20 |  | 40 |  | 60 |  | 80 |  | 100      

The expense of the Companys matching contributions was $124 thousand in 2005 and $106 thousand in 2004.

In 2004, the Companys subsidiary Banks have entered into separate deferred compensation arrangements with certain executive officers. The plans call
for certain amounts payable at retirement, death or disability. The estimated present value of the deferred compensation is being accrued over the expected service period. Vision Alabama and Vision Florida have purchased life insurance policies
which they intend to use to finance this liability. Cash surrender value of life insurance was approximately $2,789 thousand and $2,683 thousand at December 31, 2005 and 2004, respectively and is included in other assets. Accrued deferred
compensation of $227 thousand and $84 thousand at December 31, 2005 and 2004, respectively, is included in other liabilities. Aggregate compensation expense under the plans was $143 thousand for 2005 and $84 thousand for 2004 and is included in
salary and benefit expenses.

Vision Alabama also entered into an arrangement with one of its executive officers whereby salary increases for 2003 and 2004
are being deferred and earning interest at a rate indexed to the Wall Street Prime rate. This arrangement calls for amounts to be payable once the executive reaches his sixtieth (60th) birthday or ceases to serve as an executive officer of the
Bank, which ever occurs later. However, no payments under this arrangement will extend beyond the executives seventy-fifth (75th) birthday. Accrued deferred amounts of $70 thousand and $41 thousand at December 31, 2005 and 2004,
respectively are included in other liabilities. Compensation expense under this arrangement was $29 thousand for both years ended December 31, 2005 and 2004, and is included in salary and benefit expenses.

14. STOCK PLANS

The Company has adopted an Incentive Stock
Compensation (Plan) to provide an incentive to certain officers and key management employees of the Company and its subsidiaries. Options granted under the Plan must be at a price not less than the fair market value of the shares at the
date of grant.



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##### Table of Contents

##### Index to Financial Statements

As of December 31, 2005, the Company had reserved 500,000 shares, adjusted for the two-for-one stock split on
April 25, 2005, for issuance under the Plan. All options expire no more than ten years from the date of grant, or 90 days after an employees termination. At December 31, 2005, approximately 53,000 shares remained available for the
granting of options under the Plan.

The Plans Administration Committee determines vesting periods. All options issued between March 30, 2000
and February 6, 2004 under the Plan have vesting requirements. The option recipients are required to remain in the employment of the Company for three years to fully vest in the options granted. Options granted January 31, 2005 were fully
vested at the time of grant. Of the 447,000 options granted under the Plan, 366,490 options were vested at December 31, 2005. In the event of a change in control, options issued under this plan, become 100 percent vested.

The Company has adopted a Director Stock Plan (Directors Plan) whereby directors of the Company and its subsidiaries may be granted non-qualified stock
options and receive common stock in lieu of cash directors fees. As of December 31, 2005, the Company had reserved 450,000 shares for issuance under the Directors Plan. The Directors Plan Administration Committee determines
vesting periods. All options issued under the Directors Plan were 100 percent vested at the date of grant. All options expire no more than ten years from the date of grant. At December 31, 2005, approximately 8,000 shares remained
available for the granting of options under the Directors Plan. This plan also provides for each director to receive restricted stock, pursuant to a written election, in lieu of part or such directors entire director fee. The number of
shares of restricted stock granted to a director pursuant to such election shall be equal to the dollar amount of directors fees which the director has elected not to receive, divided by seventy-five percent (75%) of the fair market value
of the common stock as of each applicable payment date. As of December 31, 2005, no shares have been issued pursuant to this provision.

Following is
a summary of the transactions in the Plan and the Directors Plan:

STOCK PLANS



|                                                    |  |                 |   |  |                               |       |  
|--------------------------------------------------- |  | --------------- | - |  | ----------------------------- | ----- | -
|                                                    |  | Numberof Shares |   |  | WeightedAverageExercise Price |      
|Balance, December 31, 2003                          |  | 625,000         |   |  | $                             | 6.55  |  
|                                                    |  |                
|Granted, year ended December 31, 2004               |  | 132,000         |   |  |                               | 9.00  |  
|Exercised and expired, year ended December 31, 2004 |  | (9,000          | ) |  |                               | (7.50 | )
|                                                    |  |                 |   |  |                               |       |  
|Balance, December 31, 2004                          |  | 748,000         |   |  |                               | 6.97  |  
|                                                    |  |                
|Granted, year ended December 31, 2005               |  | 144,000         |   |  |                               | 13.88 |  
|Exercised and expired, year ended December 31, 2005 |  | (5,666          | ) |  |                               | (6.76 | )
|                                                    |  |                 |   |  |                               |       |  
|Balance, December 31, 2005                          |  | 886,334         |   |  | $                             | 8.10  |  
|                                                    |  |                 |   |  |                               |       |  



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##### Table of Contents

##### Index to Financial Statements

At December 31, 2005, the total shares outstanding and exercisable under the Plan and the Directors Plan were
as follows:

SHARES OUTSTANDING



|                                       |  |                   |  |                                 |  |                   
|-------------------------------------- |  | ----------------- |  | ------------------------------- |  | ------------------
|                                       |  | NumberOutstanding |  | AverageRemainingLife (In Years) |  | OptionsExercisable
|Options with exercise price of $5.00   |  | 238,334           |  | 4.7                             |  | 238,334           
|Options with exercise price of $7.50   |  | 352,000           |  | 6.7                             |  | 306,760           
|Options with exercise price of $7.875  |  | 20,000            |  | 7.6                             |  | 13,200            
|Options with exercise price of $9.00   |  | 132,000           |  | 8.1                             |  | 104,530           
|Options with exercise price of $13.875 |  | 144,000           |  | 9.1                             |  | 144,000           
|                                       |  |                   |  |                                 |  |                   
|Total outstanding, December 31, 2005   |  | 886,334           |  | 6.8                             |  | 806,824           
|                                       |  |                   |  |                                 |  |                   

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted average assumptions used for grants in 2005: dividend yield of 2.00%; expected volatility of 20%, risk-free interest rate of 4.14%, and expected lives of ten years. The weighted-average assumptions used for grants in
2004: dividend yield of 2.00%; expected volatility of 20%, risk-free interest rates of 4.12%, and expected lives of ten years. The weighted average fair value of options granted during 2005 and 2004 was $3.74 and $2.42, respectively.

The Company has adopted an Employee Stock Purchase Plan that provides active full-time employees with a convenient way to become shareholders of the Company. Employees
have the opportunity to subscribe to purchase shares of a series of offerings occurring at six-month intervals. As of December 31, 2005, there were 45,000 shares authorized for issuance under this Plan from authorized but unissued shares. As of
December 31, 2005, 25,436 shares were issued under the plan. The total subscription liability under the plan for all covered employees totaled 4,565 shares as of December 31, 2005. Approximately 14,999 shares remained available for
subscription under this Plan.

15. OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS

In the normal course of business, the Company has outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying
consolidated financial statements. They involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the balance sheets. The majority of all commitments to extend credit and standby letters of
credit are variable rate instruments.



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##### Index to Financial Statements

The Companys exposure to credit loss in the event of nonperformance by the other party to the financial instruments
for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making such commitments as it does for instruments that are
included in the consolidated balance sheet. A summary of the Companys commitments is as follows:

UNFUNDED COMMITMENTS



|                                    |  |              |         |      |   |       
|----------------------------------- |  | ------------ | ------- | ---- | - | ------
|                                    |  | December 31,
|(dollars in thousands)              |  | 2005         |         | 2004
|Commitments to extend credit        |  | $            | 100,062 |      | $ | 53,017
|Unused lines of credit              |  |              | 19,277  |      |   | 10,217
|Financial standby letters of credit |  |              | 35,854  |      |   | 26,544
|                                    |  |              |         |      |   |       
|                                    |  | $            | 155,193 |      | $ | 89,778
|                                    |  |              |         |      |   |       

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any
condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some commitments are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements. The Company evaluates each customers creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is
based on managements credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally have fixed expiration dates or other
termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Companys policy for obtaining collateral, and
the nature of such collateral, is essentially the same as that involved in making commitments to extend credit.

At December 31, 2005 and 2004, the
carrying amount of liabilities related to the Companys obligation to perform under financial standby letters of credits represented approximately 76% and 65%, respectively, of total capital. The Company has not been required to perform on any
financial standby letter of credit, and the Company has not incurred any losses on financial standby letters of credit for the years ended December 31, 2005 and 2004.

16. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the current amount that would be
exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Companys various financial instruments.
In cases where quoted market prices are not available, fair value is based on discounted cash flows or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of
future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. SFAS No. 107, Disclosures about Fair Value of Financial Instruments, excludes certain



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##### Table of Contents

##### Index to Financial Statements

financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not
necessarily represent the underlying fair value of the Company.

The following methods and assumptions were used by the Company in estimating the fair
value of its financial instruments:

Cash and Cash Equivalents: For these short-term instruments, the carrying amount is a reasonable estimate of
fair value.

Securities: Fair value of securities is based on available quoted market prices. The carrying amount of equity securities with no
readily determinable fair value approximates fair value.

Loans: The carrying amount of variable-rate loans that reprice frequently and have no
significant change in credit risk approximates fair value. The fair value of fixed-rate loans is estimated based on discounted contractual cash flows, using interest rates currently being offered for loans with similar terms to borrowers with
similar credit quality.

Deposits: The carrying amount of demand deposits, savings deposits, and variable-rate certificates of deposit approximates
fair value. The fair value of fixed-rate certificates of deposit is estimated based on discounted contractual cash flows using interest rates currently being offered for certificates of similar maturities.

Federal Funds Purchased, Repurchase Agreements and Other Short Term Borrowings: The carrying values of federal funds purchased, securities sold under agreements
to repurchase and other short-term borrowings approximate their carrying values.

Federal Home Loan Bank, Subordinated Debentures and Other Long Term
Borrowings: The fair value of fixed rate borrowings are estimated using discounted cash flows, based on current incremental borrowing rates for similar types of borrowing arrangements. The carrying amount on variable rate borrowings approximate
their fair value.

Accrued Interest: The carrying amount of accrued interest approximates their fair value.

Off-Balance-Sheet Instruments: The carrying amount of commitments of to extend credit and standby letters of credit approximates fair value. The carrying amount
of the off-balance-sheet financial instruments is based on fees charged to enter into such agreements. These fees are not considered material.



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##### Table of Contents

##### Index to Financial Statements

The carrying amount and estimated fair values of the Companys financial instruments are as follows:

FAIR VALUE OF FINANCIAL INSTRUMENTS



|                                |  |                |         |            |   |                |  |            |         |  |   |        
|------------------------------- |  | -------------- | ------- | ---------- | - | -------------- |  | ---------- | ------- |  | - | -------
|                                |  | December 31,  
|(dollars in thousands)          |  | 2005           |         | 2004      
|                                |  | CarryingAmount |         | Fair Value |   | CarryingAmount |  | Fair Value
|Financial assets:               |  |                |         |            |   |                |  |            |         |  |   |        
|Cash and short-term investments |  | $              | 32,022  |            | $ | 32,022         |  | $          | 18,249  |  | $ | 18,249 
|Securities available-for-sale   |  |                | 33,605  |            |   | 33,605         |  |            | 27,527  |  |   | 27,527 
|Loans held for sale             |  |                | 2,482   |            |   | 2,482          |  |            | 1,254   |  |   | 1,247  
|Loans, net                      |  |                | 493,493 |            |   | 491,512        |  |            | 340,441 |  |   | 340,322
|Accrued interest receivable     |  |                | 2,839   |            |   | 2,839          |  |            | 1,414   |  |   | 1,414  
|                                |  |                |         |            |   |                |  |            |         |  |   |        
|TOTAL                           |  | $              | 564,441 |            | $ | 562,460        |  | $          | 388,885 |  | $ | 388,759
|                                |  |                |         |            |   |                |  |            |         |  |   |        
|Financial liabilities           |  |                |         |            |   |                |  |            |         |  |   |        
|Deposits                        |  | $              | 494,747 |            | $ | 493,273        |  | $          | 350,071 |  | $ | 351,326
|Federal funds purchased         |  |                |        |            |   |               |  |            |        |  |   |       
|Other borrowings                |  |                | 41,747  |            |   | 41,362         |  |            | 16,700  |  |   | 16,674 
|Accrued interest payable        |  |                | 920     |            |   | 920            |  |            | 523     |  |   | 523    
|                                |  |                |         |            |   |                |  |            |         |  |   |        
|TOTAL                           |  | $              | 537,414 |            | $ | 535,555        |  | $          | 367,294 |  | $ | 368,523
|                                |  |                |         |            |   |                |  |            |         |  |   |        

17. RELATED PARTY TRANSACTIONS

The Company and its subsidiary, Vision Bank, lease premises from Gulf Shores Investment Group, LLC, an Alabama limited liability company. Gulf Shores Investment Group, LLC consists of a majority of the directors of
Vision Bancshares, Inc. Amounts paid under these leases and agreements approximated $327 thousand and $312 thousand in 2005 and 2004, respectively.

In
November 2004, Vision Alabama entered into a lease agreement, as the tenant, with Elberta Holdings, LLC, an Alabama limited liability company. J. Daniel Sizemore and James R. Owen, Jr. (directors of Vision Bancshares, Inc.) are members of Elberta
Holdings, LLC. The term of the lease is for ten years with an option to renew the lease for two additional terms of five years each. The monthly rent on this lease is in the amount of $5,418 per month. Payments to Elberta Holdings, LLC for this
lease totaled approximately $65 thousand and $11 thousand in 2005 and 2004, respectively. In addition, Vision Alabama agreed to pay insurance on the property and the buildings and all real estate taxes.

In August 2004, Vision Florida entered into a lease agreement, as the tenant, with Bay County Investment Group, LLC, a Florida limited liability company. Bay County
Investment Group, LLC consists of 23 directors of Vision Bancshares, Inc and/or Vision Florida. The term of this lease is for ten years with an option to renew the lease for three additional terms of three years each. The monthly rent on this lease
is in the amount of $18,858 per month. Payments to Bay County Investment Group, LLC for this lease totaled approximately $226 thousand and $94 thousand in 2005 and 2004, respectively. In addition, Vision Florida agreed to pay all insurance on the
property and building, and all real estate taxes.

The Skipper Insurance Agency, of which George W. Skipper, III (a director and principal shareholder of
Vision Bancshares, Inc.) is an owner, provides insurance coverage, including but not limited to



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##### Index to Financial Statements

fire and extended coverage, general liability, fidelity bond and directors and officers liability insurance for the Company and its subsidiaries. The Company
paid gross premiums of approximately $454 thousand in 2005 compared to $226 thousand in 2004.

In the opinion of the Company, the cost for the above
services is at least as favorable as those that could have been obtained from an unaffiliated party.

Vision Bancshares Financial Group, Inc.
(Financial Group), a wholly owned subsidiary of Vision Alabama, was incorporated in 2002 to conduct permissible insurance and securities networking activities. The Financial Group is licensed with the Alabama Department of Insurance as a
producer. In October 2002, the Financial Group entered into a Services Agreement with Skipper Insurance Agencies (Skipper Insurance) whereby Skipper Insurance would market and sell insurance products through the Financial Group to
customers of Vision Alabama. One or more employees of Skipper Insurance serve as dual employees of the Financial Group. Pursuant to the Services Agreement, Skipper Insurance pays the Financial Group fifty percent (50%) of all dual
employees agent commissions under the New York Standard Contract attributable to the sale of insurance products and twenty percent (20%) of Skipper Insurances commissions attributable to the sale of property and casualty insurance
products. During 2005 and 2004, the Financial Group received approximately $35 thousand and $29 thousand, respectively, in commissions from Skipper Insurance. In the opinion of the Company, the agreement for services is at least as favorable as
those that could have been obtained from an unaffiliated party.

18. LEASES

The Company and its subsidiaries have entered into certain noncancellable operating and capitalized leases for premises and equipment used in connection with its operations. The majority of these noncancellable lease
agreements contain renewal options for varying periods at the same or renegotiated rentals. Future minimum lease payments under all noncancellable operating and capitalized leases with initial or remaining terms (exclusive of renewal options) of one
year or more at December 31, 2005 were as follows:

FUTURE MINIMUM LEASE PAYMENTS



|                                        |  |           |       |             |   |        |  
|--------------------------------------- |  | --------- | ----- | ----------- | - | ------ | -
|(dollars in thousands)                  |  | Operating |       | Capitalized |  
|Years Ending December 31,               |  |           |       |             |   |        |  
|2006                                    |  | $         | 1,230 |             | $ | 175    |  
|2007                                    |  |           | 1,183 |             |   | 175    |  
|2008                                    |  |           | 1,073 |             |   | 175    |  
|2009                                    |  |           | 1,058 |             |   | 175    |  
|2010                                    |  |           | 809   |             |   | 175    |  
|Thereafter                              |  |           | 3,801 |             |   | 2,323  |  
|                                        |  |           |       |             |   |        |  
|Total minimum lease payments            |  | $         | 9,154 |             | $ | 3,198  |  
|                                        |  |           |       |             |   |        |  
|Less amount representing interest       |  |           |       |             |   | (1,515 | )
|Present value of minimum lease payments |  |           |       |             | $ | 1,683  |  
|                                        |  |           |       |             |   |        |  

Rental expense totaled $1,300 thousand and $797 thousand for the years ended December 31, 2005 and 2004,
respectively.



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19. EARNINGS PER COMMON SHARE

The components used to calculate basic and diluted earnings per share are as follows:

EARNINGS PER COMMON SHARE



|                                               |  |                          |           |      |   |          
|---------------------------------------------- |  | ------------------------ | --------- | ---- | - | ---------
|                                               |  | Years Ended December 31,
|(dollars in thousands, except per share data)  |  | 2005                     |           | 2004
|Earnings per common share computation:         |  |                          |           |      |   |          
|Numerator:                                     |  |                          |           |      |   |          
|Net Income                                     |  | $                        | 6,681     |      | $ | 1,189    
|Denominator:                                   |  |                          |           |      |   |          
|Average common shares outstanding              |  |                          | 6,055,688 |      |   | 5,476,098
|Earnings per common share                      |  | $                        | 1.10      |      | $ | 0.22     
|Diluted earnings per common share computation: |  |                          |           |      |   |          
|Numerator:                                     |  |                          |           |      |   |          
|Net Income                                     |  | $                        | 6,681     |      | $ | 1,189    
|Denominator:                                   |  |                          |           |      |   |          
|Average common shares outstanding              |  |                          | 6,055,688 |      |   | 5,476,098
|Dilutive shares contingently issuable          |  |                          | 348,826   |      |   | 161,248  
|                                               |  |                          |           |      |   |          
|Average diluted common shares outstanding      |  |                          | 6,404,514 |      |   | 5,637,346
|Diluted earnings per common share              |  | $                        | 1.04      |      | $ | 0.21     
|                                               |  |                          |           |      |   |          

20. INCOME TAXES

The consolidated provision for income taxes for the years ended December 31, 2005 and 2004 consists of the following:

PROVISION FOR
INCOME TAXES



|                       |  |                          |       |   |      |   |       |  
|---------------------- |  | ------------------------ | ----- | - | ---- | - | ----- | -
|                       |  | Years Ended December 31, |      
|(dollars in thousands) |  | 2005                     |       |   | 2004 |  
|Income Tax Expense:    |  |                          |       |   |      |   |       |  
|Current Tax Expense    |  | $                        | 4,452 |   |      | $ | 1,053 |  
|Deferred Tax (Benefit) |  |                          | (598  | ) |      |   | (435  | )
|                       |  |                          |       |   |      |   |       |  
|                       |  | $                        | 3,854 |   |      | $ | 618   |  
|                       |  |                          |       |   |      |   |       |  

The difference between actual income tax expense and the amount computed by applying the statutory federal income
tax rate to income before income taxes are as follows:



|                                               |  |                          |       |   |      |   |     |  
|---------------------------------------------- |  | ------------------------ | ----- | - | ---- | - | --- | -
|                                               |  | Years Ended December 31, |      
|(dollars in thousands)                         |  | 2005                     |       |   | 2004 |  
|Federal statutory income tax at 34%            |  | $                        | 3,582 |   |      | $ | 615 |  
|State income taxes, net of federal tax benefit |  |                          | 278   |   |      |   | 38  |  
|Tax exempt interest                            |  |                          | (6    | ) |      |   |    |  
|Corporate owned life insurance                 |  |                          | (39   | ) |      |   | (26 | )
|Disallowed meals and entertainment             |  |                          | 15    |   |      |   | 7   |  
|Non-deductible intangibles                     |  |                          |      |   |      |   | 5   |  
|Other                                          |  |                          | 24    |   |      |   | (21 | )
|                                               |  |                          |       |   |      |   |     |  
|                                               |  | $                        | 3,854 |   |      | $ | 618 |  
|                                               |  |                          |       |   |      |   |     |  



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The significant temporary differences that created deferred tax assets and liabilities at December 31 are as
follows:

DEFERRED TAX ASSETS AND LIABILITIES



|                                                 |  |                          |       |      |   |      
|------------------------------------------------ |  | ------------------------ | ----- | ---- | - | -----
|                                                 |  | Years Ended December 31,
|(dollars in thousands)                           |  | 2005                     |       | 2004
|Deferred tax assets:                             |  |                          |       |      |   |      
|Allowance for possible loan losses               |  | $                        | 1,680 |      | $ | 1,188
|Capitalized loan fees                            |  |                          | 756   |      |   | 421  
|Net operating loss carryforward                  |  |                          | 35    |      |   | 128  
|Deferred compensation                            |  |                          | 110   |      |   | 46   
|Unamortized intangible assets                    |  |                          | 102   |      |   | 135  
|Unrealized loss on securities available for sale |  |                          | 290   |      |   | 50   
|Other                                            |  |                          |      |      |   | 17   
|                                                 |  |                          |       |      |   |      
|Total deferred tax assets                        |  |                          | 2,973 |      |   | 1,985
|                                                 |  |                          |       |      |   |      
|Deferred tax liabilities:                        |  |                          |       |      |   |      
|Fixed assets                                     |  | $                        | 538   |      | $ | 494  
|Goodwill                                         |  |                          | 112   |      |   | 11   
|Other                                            |  |                          | 8     |      |   |     
|                                                 |  |                          |       |      |   |      
|Total deferred tax liability                     |  |                          | 658   |      |   | 505  
|                                                 |  |                          |       |      |   |      
|Net deferred tax assets                          |  | $                        | 2,315 |      | $ | 1,480
|                                                 |  |                          |       |      |   |      

Management believes it is more likely than not the Company will generate taxable income sufficient to realize the
deferred tax benefit. If the Company is unable to generate sufficient taxable income in the future through operating results, increases in the valuation allowance will be required through a charge to income tax expense.

The Company had available at December 31, 2005, $794 thousand of unused state operating loss carryforwards that may be applied against future taxable income and
that expire in various years from 2010 to 2012.



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21. CONDENSED PARENT COMPANY INFORMATION

STATEMENTS OF FINANCIAL CONDITION



|                                                                                                  |  |              |        |   |      |   |        |  
|------------------------------------------------------------------------------------------------- |  | ------------ | ------ | - | ---- | - | ------ | -
|                                                                                                  |  | December 31, |       
|(dollars in thousands)                                                                            |  | 2005         |        |   | 2004 |  
|Assets                                                                                            |  |              |        |   |      |   |        |  
|Cash and due from banks                                                                           |  | $            | 6,579  |   |      | $ | 1,387  |  
|Investment in subsidiaries                                                                        |  |              | 56,700 |   |      |   | 40,389 |  
|Deferred tax assets                                                                               |  |              | 485    |   |      |   | 149    |  
|Other assets                                                                                      |  |              | 7      |   |      |   | 8      |  
|                                                                                                  |  |              |        |   |      |   |        |  
|Total assets                                                                                      |  | $            | 63,771 |   |      | $ | 41,933 |  
|                                                                                                  |  |              |        |   |      |   |        |  
|Liabilities and stockholders equity                                                              |  |              |        |   |      |   |        |  
|Accounts payable                                                                                  |  | $            |       |   |      | $ |       |  
|Junior subordinated debentures                                                                    |  |              | 15,464 |   |      |   |       |  
|Notes payable, stock owned and stock receivables from related VIEs                                |  |              | 916    |   |      |   | 1,129  |  
|Other liabilities                                                                                 |  |              |       |   |      |   | 8      |  
|                                                                                                  |  |              |        |   |      |   |        |  
|Total liabilities                                                                                 |  |              | 16,380 |   |      |   | 1,137  |  
|                                                                                                  |  |              |        |   |      |   |        |  
|Stockholders equity                                                                              |  |              |        |   |      |   |        |  
|Common Stock, $1.00 par value; 10,000,000 authorized;                                             |  |              |        |   |      |   |        |  
|6,060,530 and 3,024,004 shares issued and outstanding at December 31, 2005 and 2004, respectively |  |              | 6,061  |   |      |   | 3,024  |  
|Preferred stock $1.00 par value; 1,000,000 authorized; none issued                                |  |              |       |   |      |   |       |  
|Additional paid in capital                                                                        |  |              | 36,030 |   |      |   | 38,960 |  
|Retained earnings                                                                                 |  |              | 6,708  |   |      |   | 27     |  
|Accumulated other comprehensive loss                                                              |  |              | (492   | ) |      |   | (86    | )
|Less stock owned by and stock receivables from related VIEs                                       |  |              | (916   | ) |      |   | (1,129 | )
|                                                                                                  |  |              |        |   |      |   |        |  
|Total stockholders equity                                                                        |  |              | 47,391 |   |      |   | 40,796 |  
|                                                                                                  |  |              |        |   |      |   |        |  
|Total liabilities and stockholders equity                                                        |  | $            | 63,771 |   |      | $ | 41,933 |  
|                                                                                                  |  |              |        |   |      |   |        |  



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STATEMENTS OF INCOME



|                                                                                    |  |                          |       |   |      |   |       |  
|----------------------------------------------------------------------------------- |  | ------------------------ | ----- | - | ---- | - | ----- | -
|                                                                                    |  | Years Ended December 31, |      
|(dollars in thousands)                                                              |  | 2005                     |       |   | 2004 |  
|Income                                                                              |  |                          |       |   |      |   |       |  
|Interest income                                                                     |  | $                        | 23    |   |      | $ | 138   |  
|Dividends from subsidiaries                                                         |  |                          | 65    |   |      |   |      |  
|Expenses                                                                            |  |                          |       |   |      |   |       |  
|Interest expense                                                                    |  |                          | 64    |   |      |   |      |  
|Salaries and employee benefits                                                      |  |                          | 365   |   |      |   | 186   |  
|Occupancy expense                                                                   |  |                          | 68    |   |      |   | 47    |  
|Legal fee expense                                                                   |  |                          | 34    |   |      |   | 34    |  
|Accounting and professional fees                                                    |  |                          | 64    |   |      |   | 64    |  
|Miscellaneous expense                                                               |  |                          | 402   |   |      |   | 159   |  
|                                                                                    |  |                          |       |   |      |   |       |  
|Total expenses                                                                      |  |                          | 997   |   |      |   | 490   |  
|                                                                                    |  |                          |       |   |      |   |       |  
|Loss before income tax benefit and equity in undistributed earnings of subsidiaries |  |                          | (908  | ) |      |   | (352  | )
|Income tax benefit                                                                  |  |                          | (335  | ) |      |   | (129  | )
|                                                                                    |  |                          |       |   |      |   |       |  
|Loss before equity in undistributed earnings of subsidiaries                        |  |                          | (573  | ) |      |   | (223  | )
|Equity in undistributed earnings of subsidiaries                                    |  |                          | 7,254 |   |      |   | 1,412 |  
|                                                                                    |  |                          |       |   |      |   |       |  
|Net income                                                                          |  | $                        | 6,681 |   |      | $ | 1,189 |  
|                                                                                    |  |                          |       |   |      |   |       |  



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##### Index to Financial Statements

STATEMENTS OF CASH FLOWS



|                                                                       |  |                          |        |   |      |   |         |  
|---------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------- | -
|                                                                       |  | Years Ended December 31, |       
|(dollars in thousands)                                                 |  | 2005                     |        |   | 2004 |  
|Cash Flows From Operating Activities:                                  |  |                          |        |   |      |   |         |  
|Net income                                                             |  | $                        | 6,681  |   |      | $ | 1,189   |  
|Adjustments to reconcile net income to net cash provided by operations |  |                          |        |   |      |   |         |  
|Deferred income tax expense (benefit)                                  |  |                          | (336   | ) |      |   | (129    | )
|Equity in undistributed earnings of subsidiaries                       |  |                          | (7,254 | ) |      |   | (1,412  | )
|Net change in:                                                         |  |                          |        |   |      |   |         |  
|Other assets                                                           |  |                          | (5     | ) |      |   | 138     |  
|                                                                       |  |                          |        |   |      |   |         |  
|Net cash used in operating activities                                  |  |                          | (914   | ) |      |   | (214    | )
|Cash Flows From Investing Activities:                                  |  |                          |        |   |      |   |         |  
|Investment in subsidiaries                                             |  |                          | (9,000 | ) |      |   | (10,300 | )
|Cash paid in acquisition                                               |  |                          |       |   |      |   | (7,500  | )
|                                                                       |  |                          |        |   |      |   |         |  
|Net cash used in investing activities                                  |  |                          | (9,000 | ) |      |   | (17,800 | )
|Cash Flows From Financing Activities:                                  |  |                          |        |   |      |   |         |  
|Increase in other long term debt                                       |  |                          | 15,000 |   |      |   |        |  
|Proceeds from the issuance of common stock                             |  |                          | 106    |   |      |   | 18,423  |  
|                                                                       |  |                          |        |   |      |   |         |  
|Net cash provided by financing activities                              |  |                          | 15,106 |   |      |   | 18,423  |  
|                                                                       |  |                          |        |   |      |   |         |  
|Net increase in cash and cash equivalents                              |  |                          | 5,192  |   |      |   | 409     |  
|Cash and cash equivalents at beginning of period                       |  |                          | 1,387  |   |      |   | 978     |  
|                                                                       |  |                          |        |   |      |   |         |  
|Cash and cash equivalents at end of period                             |  | $                        | 6,579  |   |      | $ | 1,387   |  
|                                                                       |  |                          |        |   |      |   |         |  



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##### Index to Financial Statements

INDEX TO EXHIBITS



|               |  |                                                                                                   
|-------------- |  | --------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                            
|10.8           |  | Form of Agreement pursuant to the Vision Bancshares, Inc. Incentive Stock Compensation Plan.      
|               | 
|10.9           |  | Form of Agreement pursuant to the Vision Bancshares, Inc. Director Stock Plan.                    
|               | 
|10.10          |  | Term Sheet regarding Executive Compensation Adjustment                                            
|               | 
|10.15          |  | Amended and Restated Trust Agreement as to Vision Bancshares Trust I dated as of December 5, 2005.
|               | 
|10.16          |  | Junior Subordinated Debentures as to Vision Bancshares Trust I dated as of December 5, 2005.      
|               | 
|10.17          |  | Guarantee Agreement as to Vision Bancshares Trust I dated as of December 5, 2005.                 
|               | 
|10.18          |  | Placement Agreement as to Vision Bancshares Trust I dated as of December 5, 2005.                 
|               | 
|21             |  | Subsidiaries of Vision Bancshares, Inc.                                                           
|               | 
|23             |  | Consent of Mauldin & Jenkins, LLC.                                                                
|               | 
|31.1           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                 
|               | 
|31.2           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                 
|               | 
|32.1           |  | Section 1350 Certification by the Chief Executive Officer                                         
|               | 
|32.2           |  | Section 1350 Certification by the Chief Financial Officer