UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A

(Amendment No. 1)

(Mark One)



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



For the fiscal year ended December 31,
2011



or



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



For the transition period from _________ to
_________.



Commission File Number 000-50771

American Patriot Financial Group, Inc.

(Exact name of registrant as specified in
its charter)



|Tennessee                         |  | 62-1852691         
|--------------------------------- |  | -------------------
|(State or other jurisdiction      |  | (I.R.S. Employer   
|of incorporation or organization) |  | Identification No.)



|3095 East Andrew Johnson Highway, Greeneville,
    Tennessee |  | 37745     
|------------------------------------------------------------ |  | ----------
|(Address of principal executive offices)                     |  | (Zip Code)



Registrant's telephone number, including
area code (423) 636-1555



Securities registered pursuant to Section
12(b) of the Act:



None



Securities registered pursuant to Section
12(g) of the Act:



Common Stock, $0.333 par value per share



Indicate by checkmark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈
No x



Indicate by checkmark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ̈
No x



Indicate by checkmark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No  ̈



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



Indicate by checkmark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment
to this Form 10-K.  ̈



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



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



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



The aggregate market value of the registrant's
voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed
second fiscal quarter ended June 30, 2011, was $3,584,087, based upon the average sale price on that date.



As of March 31, 2012, there were 2,389,391
shares of the registrant’s common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



None.











EXPLANATORY NOTE



American Patriot
Financial Group, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K/A
(this “Amendment”) to amend Items 10 through 14 of Part III of its Annual Report on Form 10-K for the fiscal
year ended December 31, 2011 filed with the Securities and Exchange Commission (the “SEC”) on April 9,
2012 (the “Original Filing”), to include the information required by such items. We have also included certain
exhibits, and, accordingly, Item 15 of Part IV has also been amended.



Except as otherwise
expressly noted herein, this Amendment to Annual Report on Form 10-K/A does not reflect events occurring after the April 9,
2012 filing of the Original Filing in any way, except to reflect the changes discussed in this Amendment. Accordingly, this Amendment
should be read in conjunction with the Original Filing.



The Company does not
undertake to update any information or disclosures in, or exhibits to, the Original Filing to reflect events and circumstances
occurring since the Original Filing. Such matters will be addressed in subsequent reports filed with the SEC.



As a result of this
Amendment, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is filing new certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by its principal executive officer and principal financial officer
as exhibits to this Amendment under Item 15 of Part IV hereof. Because no financial statements are contained within this
Amendment, the Company is not including the certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



PART III



| | ITEM 10. | DIRECTORS,
                                                                                EXECUTIVE OFFICERS and
                                                                                corporate governance
| | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Board of Directors
is divided into three classes, designated Classes I, II, and III, as nearly equal in number as the then total number of directors
permits.



The information describing
the current position and prior business experience of the directors below contains information regarding the person’s service
as a director, business experience, public reporting company director positions held currently or at any time during the last five
years and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person
should serve as a director for the Company.



CLASS I DIRECTOR

(Term to expire at the 2012 Annual Meeting
of Shareholders)



|Name              |  | Age |  | Business Experience During Past Five Years and Position Held With the Bank and the Company |  | Director Since
|----------------- |  | --- |  | ------------------------------------------------------------------------------------------ |  | --------------
|                  |  |     |  |                                                                                            |  |               
|James Randal Hall |  | 55  |  | Banking; Chief Executive Officer and President of the Company and the Bank                 |  | 2011          





James Randal Hall
has served as the Chief Executive Officer and President of the Company and American Patriot Bank (the “Bank”) since
June 2011. Prior to that time, he served as the Bank’s Senior Vice President – Senior Lender and Chief Credit Officer
since August 2010. Before coming to American Patriot Bank, he served as Senior Vice President – Lending, Chief Lending Officer
with Clayton Bank and Trust in Knoxville, Tennessee from May 2008 to August 2010 and Senior Vice President of Commercial Lending
with Citizens Bank in Morristown, Tennessee from December 2001 to May 2008. The Board believes that Mr. Hall’s extensive
banking experience and his experience  managing the day to day operations of the Company’s business as the Company’s
and the Bank’s Chief Executive Officer provide the Board with knowledge and insight into the Company’s operations and
make him a valuable member of the Board.



1







CLASS II DIRECTOR

(Term to expire at the 2012 Annual Meeting
of Shareholders)



|Name            |  | Age |  | Business Experience During Past Five Years and Position Held With the Bank and the Company | Director Since
|--------------- |  | --- |  | ------------------------------------------------------------------------------------------ | --------------
|                |  |     |  |                                                                                            |               
|Wendy C. Warner |  | 51  |  | Real Estate; Director and Chairman of the Board                                            | 2001*         

___________________
* Includes time served on Bank of Greeneville Board of Directors



Wendy C. Warner
is a director and serves as Chairman of the Board of the Company and the Bank. Ms. Warner is the President of Warner Realty Company,
West Main Cash, Inc. and SAWLEW Inc., all in Greeneville, Tennessee. She graduated from East Tennessee State University in 1986
with a B.S. in business administration. She has received the CCIM designation. Ms. Warner’s familiarity with the area’s
commercial and consumer real estate environment is useful to the Company’s Board. In addition, Ms. Warner has small business
management experience and an extensive network of contacts in the local business community.



CLASS III DIRECTORS

(Terms to expire at the 2013 Annual Meeting
of Shareholders)



|Name             |  | Age |  | Business Experience During Past Five Years and Position Held With the Bank and the Company | Director Since
|---------------- |  | --- |  | ------------------------------------------------------------------------------------------ | --------------
|                 |  |     |  |                                                                                            |               
|William J. Smead |  | 66  |  | Physician; Director                                                                        | 2001*         
|                 |  |     |  |                                                                                            |               
|Roger A. Woolsey |  | 57  |  | Attorney; Director                                                                         | 2001*         

___________________
* Includes time served on Bank of Greeneville Board of Directors



William J. Smead
is a director of the Company and the Bank. He served as Chairman of the Board from October 9, 2007 to December 31, 2010 and as
interim Chief Executive Officer from March 5, 2009 to November 5, 2009. Dr. Smead is a physician and principal in The Greeneville
Eye Clinic in Greeneville, Tennessee. He received his undergraduate degrees from the University of Arkansas in Fayetteville, Arkansas,
and he also received his Medical Degree from the University of Arkansas. Dr. Smead has extensive experience as a physician in the
communities that the Company serves, is a successful small business owner and is actively involved in a number of community activities
in the Company’s market area.



Roger A. Woolsey
is a director of the Company and the Bank. Mr. Woolsey has practiced law in Greeneville, Tennessee, with Woolsey & Woolsey
attorneys at law since 1979. He received both his undergraduate degree and his law degree from the University of Tennessee in Knoxville.
Mr. Woolsey’s over 32 years of legal practice in the Greene County, Tennessee area, during which he has represented a broad
array of corporate and municipal clients, contribute to the breadth and depth of experience on the Board through the inclusion
of a member with an understanding of a broad range of legal and regulatory matters.



Other Directorships and Family Relationships



No director of the
Company currently serves as a director of any other public company. We are not aware of any family relationships between any of
our directors and executive officers.



2







Executive
Officers



Our Board of Directors
has the power to appoint our officers. Each officer will hold office for such term as may be prescribed by the Board of Directors
and until such person’s successor is chosen and qualified or until such person’s death, resignation, or removal. The
Company has the following executive officer in addition to Ms. Warmer, the Chairman of the Board,
and Mr. Hall, the Chief Executive Officer and President, whose descriptions are detailed above.



|Name           |  | Age |  | Present Position                  
|-------------- |  | --- |  | ----------------------------------
|T. Don Waddell |  | 64  |  | Chief Financial Officer, Secretary



T. Don Waddell
has served as the Chief Financial Officer and Secretary of the Bank and the Company since 2001. Prior to joining the Bank, Mr.
Waddell was a Certified Public Accountant in public practice and was the Chief Financial Officer of Greene County Bancshares, Inc.,
Greeneville, Tennessee, for eight years. Mr. Waddell received his undergraduate degree from East Tennessee State University in
1973.



Audit Committee



The Audit Committee
consists of Messrs. Woolsey and Smead and Ms. Warner. The Audit Committee has the authority and responsibility to ensure the accuracy
and reliability of the Company’s financial statements; adequate internal controls and operating procedures; and compliance
with all laws, regulations, and policies. No member of the Audit Committee is an “Audit Committee Financial Expert”
as that term is defined in Item 407(d) of Regulation S-K. The Board believes that the expense to retain an Audit Committee Financial
Expert at this time is cost prohibitive. However, the Board believes that each Audit Committee member has sufficient knowledge
in financial and auditing matters to serve on the Audit Committee. The Committee has the authority to engage legal counsel or other
experts or consultants as it deems appropriate to carry out its responsibilities. The Audit Committee has adopted a written charter
which is available on the Company’s website at www.americanpatriotbank.com.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than
ten percent of Company Common Stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.



To our knowledge,
based solely on its review of the copies of such forms received by it during the year ended December 31, 2011, or written representations
from certain reporting persons, that no Forms 5 were required for those persons, all filing requirements applicable to the Company’s
officers, directors and greater than ten percent beneficial owners were complied with during the period ended December 31, 2011.



Code
of Ethics



The Board of directors
of the Company has adopted a code of ethics that applies to all directors and executive officers of the Company, including the
principal executive officer, the principal financial officer, and the principal accounting officer. The code of ethics, which fulfills
the requirements of the criteria established by applicable SEC regulations, is part of the code of ethics that applies to all employees
of the Bank. The code of ethics is available at the “About Us” section of the Bank’s website at www.americanpatriotbank.com.
The Company will also provide a copy of the code of ethics free of charge to any person requesting a copy from the Company in writing.
Such requests should be sent to the attention of James Randal Hall, Chief Executive Officer, at P.O. Box 610, Greeneville, Tennessee
37744.



3







| | ITEM 11. | EXECUTIVE COMPENSATION
| | -------- | ----------------------



Risk Assessment of Compensation Policies



The Board has reviewed
our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive and
unnecessary risk taking, and that the level of risk that they do encourage is not reasonably likely to have a materially adverse
effect on the Company.



Summary
Compensation Table



The following table
sets forth the aggregate remuneration paid by the Company for services for the years ended December 31, 2011 and December 31, 2010
to the individuals listed below (the “Named Executive Officers”). No other officer of the Company or the Bank received
compensation in excess of $100,000 during 2011 or 2010.



|Name and Principal
Position |  | Year |      |  | Salary ($) |   |         | Bonus ($) |  |   | Non-qualified deferred compensation earnings ($) |  |  | All Other Compensation ($) |   |  | Total ($) |  
|--------------------------- |  | ---- | ---- |  | ---------- | - | ------- | --------- |  | - | ------------------------------------------------ |  |  | -------------------------- | - |  | --------- | -
|James Randal Hall           |  |      | 2011 |  |            | $ | 126,946 |           |  | $ | 0                                                |  |  | $                          | 0 |  |           | $
|Chief Executive Officer(1)  |  |      |      |  |            |   |         |           |  |   |                                                  |  |  |                            |   |  |           |  
|                            |  |      |      |  |            |   |         |           |  |   |                                                  |  |  |                            |   |  |           |  
|John D. Belew               |  |      |      |  |            |   |         |           |  |   |                                                  |  |  |                            |   |  |           |  
|Former President and Chief  |  |      | 2011 |  |            | $ | 67,203  |           |  | $ | 0                                                |  |  | $                          | 0 |  |           | $
|Executive Officer(2)        |  |      | 2010 |  |            | $ | 158,029 |           |  | $ | 0                                                |  |  | $                          | 0 |  |           | $



| | *   | The named
                                                          executive officers did not receive any stock awards, option awards,
                                                          non-equity incentive plan compensation, and had no non-qualified deferred
                                                          compensation earnings.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Mr. Hall was appointed
                                            to serve as Chief Executive Officer of the Company and the Bank effective June 15,
                                            2011.                                                                                                                                                     
| | (2) | Mr. Belew resigned as President
                                 and Chief Executive Officer of the Company and the Bank effective June 15, 2011.                                                                                                                                                                                                           
| | (3) | Includes Director fees
                                            of $7,000.                                                                                                                                                                                                                                                                               



Employment Agreements



There are no employment
agreements currently in place with respect to the Named Executive Officers.



Equity Incentive



Currently, we do not
have an equity incentive plan, but at various times our Board of Directors, at its discretion, has granted stock option awards
to executive officers as well as other employees.



Outstanding
Equity Awards at Fiscal Year-End 2011



There were no outstanding
option awards as of December 31, 2011 for our Named Executive Officers.



Retirement Benefits and
Change of Control Benefits



The
Company does not have a plan that provides for the payment of retirement benefits to a Named Executive Officer, and there are no
contracts or agreements that provide payments to a Named Executive Officer at, following, or in connection with, the resignation,
retirement or other termination of a Named Executive Officer, or a change in control of the Company.



Compensation Committee



The Compensation Committee
of the Board is currently comprised of three directors on the Board of Directors and is responsible for making decisions concerning
cash and other compensation paid to our Chief Executive Officer and our other Named Executive Officers. Each member of the Compensation
Committee is independent within the meaning of NASDAQ’s listing standards and is appointed annually.



4







The Compensation Committee
has the authority to make all decisions relating to executive officer compensation, which are then reviewed by the full Board.
They may delegate that authority to other persons specifying what authority is so delegated and to whom.



The Compensation Committee
meets periodically to evaluate the compensation and fringe benefits of our Named Executive Officers. The Compensation Committee
met 6 times during 2011.



Director Compensation



Directors of the Company
and the Bank have not received compensation for their service on the Boards of Directors of the Company and the Bank since August
2010. Information regarding director compensation received by James Randal Hall, the Company’s and the Bank’s President
and Chief Executive Officer, and John D. Belew, the Company’s and the Bank’s former President and Chief Executive Officer
is included in the above Summary Compensation Table.



| | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
| | -------- | ----------------------------------------------------------------------------------------------



Security Ownership of Certain Beneficial Owners and Management



As of April 30, 2012,
the Company’s records indicate the following number of shares of common stock were beneficially owned by (i) each person
who is a director or a Named Executive Officer of the Company and (ii) all directors and executive officers as a group. Management
is not aware of any change in control of the Company which has occurred since the Bank commenced operations on July 9, 2001, other
than the share exchange with the Company on January 23, 2004, or any arrangement which may, at a subsequent date, result in a change
in control of the Company. Management of the Company does not know of any person who owns, beneficially or of record, more than
5% of the Company’s outstanding common stock other than Dr. Smead, as indicated below. Except as otherwise indicated, each
shareholder listed below has sole voting and investment power as to the shares owned by that person.



DIRECTORS AND EXECUTIVE
OFFICERS



|                       |  | Amount of Beneficial Ownership of
Common Stock(#) |         |     | Percentage Ownership of
Common Stock(%)(1) | 
|---------------------- |  | ------------------------------------------------- | ------- | --- | ------------------------------------------ | 
|James Randal Hall      |  |                                                   | 0       |     |                                            | 
|4205 Willow Way        |  |                                                   |         |     |                                            | 
|Morristown, TN 37814   |  |                                                   |         |     |                                            | 
|                       |  |                                                   |         |     |                                            | 
|William J. Smead       |  |                                                   | 135,166 | (2) |                                            | 
|330 Patricia Lane      |  |                                                   |         |     |                                            | 
|Greeneville, TN 37743  |  |                                                   |         |     |                                            | 
|                       |  |                                                   |         |     |                                            | 
|T. Don Waddell         |  |                                                   | 6,000   |     |                                            | 
|231 Fairfield Drive    |  |                                                   |         |     |                                            | 
|Greeneville, TN  37745 |  |                                                   |         |     |                                            | 
|                       |  |                                                   |         |     |                                            | 
|Wendy C. Warner        |  |                                                   | 36,689  |     |                                            | 
|401 Oak Grove Avenue   |  |                                                   |         |     |                                            | 
|Greeneville, TN  37745 |  |                                                   |         |     |                                            | 
|                       |  |                                                   |         |     |                                            | 
|Roger A. Woolsey       |  |                                                   | 39,486  | (3) |                                            | 
|3104 Charlie Doty Road |  |                                                   |         |     |                                            | 
|Greeneville, TN  37743 |  |                                                   |         |     |                                            | 



5







|                                                            |  |  | Amount of Beneficial Ownership of
Common Stock(#) |  |  |  | Percentage Ownership of
Common Stock(%)(1) | 
|----------------------------------------------------------- |  |  | ------------------------------------------------- |  |  |  | ------------------------------------------ | 
|John D. Belew                                               |  |  | 0                                                 |  |  |  | *                                          | 
|1119 Temple Street, #6                                      |  |  |                                                   |  |  |  |                                            | 
|Greeneville, TN  37745                                      |  |  |                                                   |  |  |  |                                            | 
|                                                            |  |  |                                                   |  |  |  |                                            | 
|All executive officers and directors as a group (6 persons) |  |  | 217,341                                           |  |  |  | 9.10                                       | 

___________________

* Less than one percent.



(1) Based on 2,389,391shares of
common stock issued and outstanding as of April 30, 2012, plus, for each person, any shares of common stock that person has the
right to acquire within 60 days pursuant to stock options.

(2) Includes 67,000 shares beneficially
owned by Dr. Smead’s wife.

(3) Includes 850 shares beneficially owned
by Mr. Woolsey’s wife.



Securities Authorized for Issuance
Under Equity Compensation Plans



The Bank issued stock
option agreements to certain officers and employees (“Options”), at various times beginning on July 16, 2001. These
Options were not approved by the shareholders, as such approval is not necessary for these non-qualified option agreements. Upon
consummation of the share exchange on January 23, 2004, the Company became party to these options issued by the Bank.



The following table
reflects the number of shares to be issued upon the exercise of options granted under the Option agreements, the weighted-average
exercise price of all such options, and the total number of shares of common stock reserved for issuance upon the exercise of authorized,
not-yet-granted options as of December 31, 2011:



|Plan Category                                              |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |        |  | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (b) |   |      | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | 
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | ------ |  | ------------------------------------------------------------------------------- | - | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity Compensation Plans Approved by Security Holders     |  |                                                                                                 | —      |  |                                                                                 |   | —    |                                                                                                                                                 | 
|Equity Compensation Plans Not Approved by Security Holders |  |                                                                                                 | 15,300 |  |                                                                                 | $ | 5.56 |                                                                                                                                                 | 
|Total                                                      |  |                                                                                                 | 15,300 |  |                                                                                 | $ | 5.56 |                                                                                                                                                 | 



The maximum number
of shares of the Company’s common stock available for issuance pursuant to stock options is 375,000 shares. As of December
31, 2011 the maximum number of shares available for future stock option grants is 222,709 shares. The option exercise price is
equal to the fair market value of the Company’s common stock at the date of the grant. The options expire on the tenth anniversary
of the date of the option. Prior to adopting FASB ASC Topic 718, the Company elected to vest immediately all remaining stock options
as of May 17, 2005. Proceeds received by the Company from exercises of the stock options are credited to common stock and additional
paid-in capital.



6







| | ITEM 13. | CERTAIN RELATIONSHIPS
                                                                                AND RELATED TRANSACTIONS, and
                                                                                director independence
| | -------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Director Independence



The Board has determined that each of William
J. Smead, Roger A. Woolsey and Wendy C. Warner is an “independent director” within the meaning of Marketplace Rule
5605(a)(2) of the Nasdaq Stock Market, LLC.



Certain
Relationships and Related Transactions



Some directors and
officers of the Bank and the Company are customers of the Bank and have had and expect to have loan transactions with the Bank
in the ordinary course of business. In addition, some of the directors and officers of the Company and the Bank are, at present,
as in the past, affiliated with businesses which are customers of the Bank and which have had and expect to have loan transactions
with the Bank in the ordinary course of business. These loans were made in the ordinary course of business and were made on substantially
the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other
parties. In the opinion of the Board of Directors, these loans do not involve more than a normal risk of collectibility or present
other unfavorable features.



| | ITEM 14. | PRINCIPAL accountANT
                                                                                FEES AND SERVICES
| | -------- | ----------------------------------------------------------------------------------------------------------------------



Hazlett, Lewis &
Bieter, PLLC (“HLB”) has served as independent registered public accounting firm of the Company since May 22, 2007.
For services rendered in 2011 and 2010 by HLB, our current independent independent registered public accounting firm, we incurred
the following fees:



Audit Fees



The aggregate fees
billed by HLB for audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q
for fiscal year 2011 were $94,008. The aggregate fees billed by HLB for audit of our annual financial statements and the reviews
of the financial statements included in our Forms 10-Q for fiscal year 2010 were $93,976.



Audit Related
Fees



None.



Tax Fees



The aggregate fees
billed by HLB for professional services for tax compliance, tax advice and tax planning in fiscal year 2011 were $8,200. The aggregate
fees billed by HLB for professional services for tax compliance, tax advice and tax planning in fiscal year 2010 were $8,000.



All Other Fees



There were no fees
billed by HLB for other services rendered in 2011 or 2010.



The Audit Committee
has adopted pre-approval policies and procedures for audit and non-audit services to be performed by HLB, as the registered public
accounting firm that performs the audit of our consolidated financial statements that are filed with the SEC. All services by HLB
must be pre-approved by the Audit Committee. The Audit Committee considered whether the provision of audit-related and other non-audit
services conflicts with HLB’s independence and found that this provision of services is compatible with maintaining the principal
accountant’s independence.



The Audit Committee
approved all of the above services performed by HLB.



7







Part
IV



| | ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| | -------- | ---------------------------------------



(a)(1)	  Financial
Statements:



The following
Consolidated Financial Statements of American Patriot Financial Group, Inc. and the related notes are filed as part of this Report
pursuant to Item 8:



|                                                           |  | Page
|---------------------------------------------------------- |  | ----
|Report of Independent Registered Public Accounting Firm    |  | F-1 
|Consolidated  Balance Sheets                               |  | F-3 
|Consolidated Statements of Operations                      |  | F-4 
|Consolidated Statements of Changes in Stockholders' Equity |  | F-5 
|Consolidated Statements of Cash Flows                      |  | F-6 
|Notes to Consolidated Financial Statements                 |  | F-7 



| | (2) | Schedules required by Article 12 of Regulation S-X are either omitted because they are not applicable
or because the required information is shown in the financial statements or the notes thereto.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Exhibits:
| | --- | ---------



|Exhibit No. |  | Description                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                
|3.1         |  | Charter of American Patriot Financial Group, Inc. (Restated for SEC filing purposes only)                                                                                                      
|3.2         |  | Bylaws of American Patriot Financial Group, Inc. (1)                                                                                                                                           
|10.1        |  | Share Exchange Agreement between American Patriot Financial Group, Inc. (F/K/A BG Financial Group, Inc.) and American Patriot Bank (F/K/A Bank of Greeneville), effective January 23, 2004. (1)
|10.2        |  | Purchase and Assumption Agreement between American Patriot Bank (f/k/a Bank of Greeneville) and First Community Bank of East Tennessee, dated July 6, 2001. (2)                                
|10.3        |  | Stipulation and Consent to the Issuance of an Order to Cease and Desist dated May 29, 2009. (3)                                                                                                
|10.4        |  | Order to Cease and Desist between American Patriot Bank and the Federal Deposit Insurance Corporation dated June 3, 2009. (3)                                                                  
|10.5        |  | Employment Agreement, by and between American Patriot Bank and John Donald Belew, dated as of August 26, 2009.* (4)                                                                            
|10.6        |  | Amendment No. 1 to Employment Agreement, by and between American Patriot Financial Group, Inc., American Patriot Bank and John Donald Belew, dated as of January 21, 2010. (5)                 
|21.1        |  | Subsidiaries of American Patriot Financial Group, Inc.* (7)                                                                                                                                    
|31.1        |  | Certification pursuant to Rule 13a-14a/15d-14(a) (7)                                                                                                                                           
|31.2        |  | Certification pursuant to Rule 13a-14a/15d-14(a) (7)                                                                                                                                           
|31.3        |  | Certification pursuant to Rule 13a-14a/15d-14(a)                                                                                                                                               
|31.4        |  | Certification pursuant to Rule 13a-14a/15d-14(a)                                                                                                                                               
|32.1        |  | Certification pursuant to Rule 18 U.S.C. Section 1350-Sarbanes-Oxley Act of 2002 (7)                                                                                                           
|32.2        |  | Certification pursuant to Rule 18 U.S.C. Section 1350-Sarbanes-Oxley Act of 2002 (7)                                                                                                           
|99.1        |  | FDIC Supervisory Prompt Corrective Action Directive, dated August 17, 2010. (6)                                                                                                                
|101         |  | Interactive Data File. (7)                                                                                                                                                                     



| | * | Management compensatory plan or arrangement.
| | - | --------------------------------------------



8







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



(2)     Previously filed as an exhibit
to American Patriot Bank's (f/k/a Bank of Greeneville) Registration Statement on Form 10-SB, as filed with the Federal Deposit
Insurance Corporation on April 27, 2002.



(3)     Previously filed
as an exhibit to a Form 8-K filed by American Patriot Financial Group, Inc. with the SEC on June 9, 2009.



(4)     Previously filed
as an exhibit to a Form 8-K filed by American Patriot Financial Group, Inc. with the SEC on August 28, 2009.



(5)     Previously filed
as an exhibit to a Form 8-K filed by American Patriot Financial Group, Inc. with the SEC on January 22, 2010.



(6)     Previously filed
as an exhibit to a Form 8-K filed by American Patriot Financial Group, Inc. with the SEC on August 23, 2010.



(7)     Previously filed
as an exhibit to the Company’s Form 10-K filed by American Patriot Financial Group, Inc. with the SEC on April 9, 2012.





9









Signatures



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|AMERICAN PATRIOT FINANCIAL GROUP, INC.
|--------------------------------------
|                                      
|By:                                   
|                                      
|                                      
|Date:                                 



Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|By:   | /s/ Wendy C. Warner                     |  | By: | /s/ William J. Smead                                
|----- | --------------------------------------- |  | --- | ----------------------------------------------------
|      | Wendy C. Warner, Director               |  |     | William J. Smead, Director                          
|      |                                         |  |     |                                                     
|Date: | April 30, 2012                          |  |     | Date:  April 30, 2012                               
|      |                                         |  |     |                                                     
|By:   | /s/ Roger A. Woolsey                    |  | By: | /s/ J. Randal Hall                                  
|      | Roger A. Woolsey, Director              |  |     | J. Randal Hall, Chief Executive Officer and Director
|      |                                         |  |     |                                                     
|Date: | April 30, 2012                          |  |     | Date:  April 30, 2012                               
|      |                                         |  |     |                                                     
|By:   | /s/ T. Don Waddell                      |  |     |                                                     
|      | T. Don Waddell, Chief Financial Officer |  |     |                                                     
|      |                                         |  |     |                                                     
|Date: | April 30, 2012                          |  |     |                                                     



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