UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549


FORM
10-K


(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, 2009




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 charter)




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





3095 East Andrew Johnson Highway, Greeneville,
      Tennessee
              
              37745(Address
      of principal executive office)
              
              (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 check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈  No x




Indicate
by check mark 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 check mark whether 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 o  No x




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




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




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




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the 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, 2009, was $7,418,919, based upon
the average sale price on that date.




As of
April 15, 2010, there were 2,389,391 shares of the registrant’s common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE




Portions
of the registrant’s Definitive Proxy Statement involving the election of
directors at the annual meeting of shareholders to be held June 29, 2010 are
incorporated by reference into Part III of this Annual Report on Form
10-K.





TABLE OF
CONTENTS





PART
      I
              
              
              
              1ITEM
      1.
              
              BUSINESS
              
              1ITEM
      1A.
              
              RISK
      FACTORS
              
              13ITEM
      1B.
              
              UNRESOLVED
      STAFF COMMENTS
              
              19ITEM
      2.
              
              PROPERTIES
              
              19ITEM
      3.
              
              LEGAL
      PROCEEDINGS
              
              19ITEM
      4.
              
              REMOVED
      AND RESERVED
              
              19PART
      II
              
              
              
              19ITEM
      5.
              
              MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
      PURCHASES OF EQUITY SECURITIES
              
              19ITEM
      6.
              
              SELECTED
      FINANCIAL DATA
              
              20ITEM
      7.
              
              MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
              
              20ITEM
      7A.
              
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              
              39ITEM
      8.
              
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
              
              39ITEM
      9.
              
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              
              39ITEM
      9A(T).
              
              CONTROLS
      AND PROCEDURES
              
              39ITEM
      9B.
              
              OTHER
      INFORMATION
              
              40PART
      III
              
              
              
              40ITEM
      10.
              
              DIRECTORS,
      EXECUTIVE OFFICERS  AND CORPORATE GOVERNANCE
              
              40ITEM
      11.
              
              EXECUTIVE
      COMPENSATION
              
              40ITEM
      12.
              
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
              
              40ITEM
      13.
              
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
              
              41ITEM
      14.
              
              PRINCIPAL
      ACCOUNTING FEES AND SERVICES
              
              41PART
      IV
              
              
              
              42ITEM
      15.
              
              EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
              
              42


(i)


FORWARD-LOOKING
STATEMENTS




Certain of the statements in this
Report may constitute 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. Although the Corporation believes that the
assumptions underlying such forward-looking statements contained in this Report
are reasonable, any of the assumptions could be inaccurate and, accordingly,
there can be no assurance that the forward-looking statements included herein
will prove to be accurate.  The use of such words as “expect,”
“anticipate,” “should”, “believe”, “forecast,” and comparable terms should be
understood by the reader to indicate that the statement is “forward-looking” and
thus subject to change in a manner that can be unpredictable.  Factors
that could cause actual results to differ materially from the results
anticipated, but not guaranteed, in this Report, include (without limitation)
those factors included in Part I, Item 1A of this Report and deterioration in
the financial condition of borrowers resulting in significant increases in loan
losses, and provisions for those losses, economic and social conditions,
competition for loans, mortgages, and other financial services and products,
results of regulatory examinations, changes in interest rates, unforeseen
changes in liquidity, results of operations, and financial conditions affecting
the Corporation’s customers, and other risks that cannot be accurately
quantified or completely identified.  Many factors affecting the
Corporation’s financial condition and profitability, including changes in
economic conditions, the volatility of interest rates, political events and
competition from other providers of financial services simply cannot be
predicted. Because these factors are unpredictable and beyond the Corporation’s
control, earnings may fluctuate from period to period.  The purpose of
this type of information is to provide readers with information relevant to
understanding and assessing the financial condition and results of operations of
the Corporation, and not to predict the future or to guarantee
results.  The Corporation is unable to predict the types of
circumstances, conditions and factors that can cause anticipated results to
change.  The Corporation undertakes no obligation to publish revised
forward-looking statements to reflect the occurrence of changes or unanticipated
events, circumstances, or results.




PART
I




ITEM 1.
            BUSINESS




General




American
Patriot Financial Group, Inc. (the “Corporation,” “we” or “us”) is a one-bank
holding company formed as a Tennessee corporation to own the shares of American
Patriot Bank (the “Bank”).  The Corporation was incorporated on
October 10, 2003, for the purpose of acquiring 100% of the shares of the Bank by
means of a share exchange (the “Share Exchange”), and becoming a registered bank
holding company under the Federal Reserve Act.  The Share Exchange was
completed on January 23, 2004.  The activities of the Corporation are
subject to the supervision of the Board of Governors of the Federal Reserve
System (“Federal Reserve Board”).  The Bank is the only subsidiary of
the Corporation.




American
Patriot Bank commenced operations as a state chartered bank on July 9,
2001.  The Bank had total assets of approximately $118 million at
December 31, 2009.  The Bank's deposit accounts are insured by the
Federal Deposit Insurance Corporation (“FDIC”), up to the maximum applicable
limits thereof.  The Bank is not a member of the Federal Reserve
System.




The
Bank's customer base consists primarily of small to medium-sized business
retailers, manufacturers, distributors, land developers, contractors,
professionals, service businesses and local residents.  The Bank
offers a full range of competitive retail and commercial banking
services.  The deposit services offered include various types of
checking accounts, savings accounts, money market investment accounts,
certificates of deposits, and retirement accounts.  Lending services
include consumer installment loans, various types of mortgage loans, personal
lines of credit, home equity loans, credit cards, real estate construction
loans, commercial loans to small and medium size businesses and professionals,
and letters of credit.  The Bank also offers safe deposit boxes of
various sizes.  The Bank issues VISA and MasterCard credit cards and
is a merchant depository for cardholder drafts under both types of credit
cards.  The Bank offers its customers drive-through banking services
at its offices and automated teller machines (“ATMs”). The Bank has trust powers
but does not have a trust department.


1


The Bank
is subject to the regulatory authority of the Department of Financial
Institutions of the State of Tennessee (“TDFI”) and the FDIC.




The
Corporation's and the Bank's principal executive offices are both located at
3095 East Andrew Johnson Highway, Greeneville, Tennessee 37745, and its
telephone number is (423) 636-1555.




Market Area and
Competition




All
phases of the Bank's business are highly competitive.  The Bank is
subject to intense competition from various financial institutions and other
companies or firms that offer financial services.  The Bank competes
for deposits with other commercial banks, savings and loan associations, credit
unions and issuers of commercial paper and other securities, such as
money-market and mutual funds.  In making loans, the Bank is expected
to compete with other commercial banks, savings and loan associations, consumer
finance companies, credit unions, leasing companies, and other
lenders.




The
Bank's primary market area is Greene County and Blount County,
Tennessee.  In Greene County as of June 30, 2009, there were 7 banks
and 1 savings and loan institution, with at least 26 offices actively engaged in
banking activities, including 3 major state-wide financial institutions, with a
total of approximately $1.1 billion in deposits.  In Blount County as
of June 30, 2009, there were 13 banks and 1 savings and loan institution with at
least 53 offices actively engaged in banking activities, including 4 major
state-wide financial institutions, with a total of approximately $1.7 billion in
deposits.  In addition, there are numerous credit unions, finance
companies, and other financial services providers.




Employees




At
December 31, 2009, the Bank employed 30 persons on a full-time basis, and 7
persons on a part-time basis.  The Bank's employees are not
represented by any union or other collective bargaining agreement, and the Bank
believes its employee relations are satisfactory.




Supervision and
Regulation




Bank Holding Company
Regulation




The
Corporation is a bank holding company within the meaning of the Bank Holding
Company Act of 1956, as amended (the “Holding Company Act”), and is registered
with the Federal Reserve Board.  Its banking subsidiaries are subject
to restrictions under federal law which limit the transfer of funds by the
subsidiary banks to their respective holding companies and nonbanking
subsidiaries, whether in the form of loans, extensions of credit, investments,
or asset purchases.  Such transfers by any subsidiary bank to its
holding company or any non-banking subsidiary are limited in amount to 10% of
the subsidiary bank's capital and surplus and, with respect to the Corporation
and all such nonbanking subsidiaries, to an aggregate of 20% of such bank's
capital and surplus.  Furthermore, such loans and extensions of credit
are required to be secured in specified amounts.  The Holding Company
Act also prohibits, subject to certain exceptions, a bank holding company from
engaging in or acquiring direct or indirect control of more than 5% of the
voting stock of any company engaged in non banking activities.  An
exception to this prohibition is for activities expressly found by the Federal
Reserve Board to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto or financial in nature.




As a bank
holding company, the Corporation is required to file with the Federal Reserve
Board semi-annual reports and such additional information as the Federal Reserve
Board may require.  The Federal Reserve Board also makes examinations
of the Corporation.




According
to Federal Reserve Board policy, bank holding companies are expected to act as a
source of financial strength to each subsidiary bank and to commit resources to
support each such subsidiary.  This support may be required at times
when a bank holding company may not be able to provide such
support.  Furthermore, in the event of a loss suffered or anticipated
by the FDIC - either as a result of default of a banking or thrift subsidiary of
the Corporation or related to FDIC assistance provided to a subsidiary in danger
of default - the other banking subsidiaries of the Corporation, if any, may be
assessed for the FDIC's loss, subject to certain exceptions.


2


Various
federal and state statutory provisions limit the amount of dividends the
subsidiary banks can pay to their holding companies without regulatory
approval.  The payment of dividends by any bank also may be affected
by other factors, such as the maintenance of adequate capital for such
subsidiary bank.  In addition to the foregoing restrictions, the
Federal Reserve Board has the power to prohibit dividends by bank holding
companies if their actions constitute unsafe or unsound
practices.  The Federal Reserve Board has issued a policy statement on
the payment of cash dividends by bank holding companies, which expresses the
Federal Reserve Board's view that a bank holding company experiencing earnings
weaknesses should not pay cash dividends that exceed its net income or that
could only be funded in ways that weaken the bank holding company's financial
health, such as by borrowing. Furthermore, the TDFI also has authority to
prohibit the payment of dividends by a Tennessee bank when it determines such
payment to be an unsafe and unsound banking practice.




Furthermore,
under Tennessee law, the amount of dividends that may be declared by the Bank in
a year without approval of the Commissioner of the TDFI is limited to net income
for that year combined with retained net income for the two preceding
years.  Further, any dividend payments from the Bank to the
Corporation are subject to the continuing ability of the Bank to maintain its
compliance with minimum federal regulatory capital requirements, or any higher
requirements imposed by the Bank’s regulators, including those set forth in the
Cease and Desist Order (the “Order”) that the Bank consented to with the FDIC
during the second quarter of 2009. Because of the Bank’s losses in 2008 and 2009
and the Order’s restrictions on the Bank’s ability to pay dividends to the
Corporation, dividends from the Bank to the Corporation, including funds
necessary for the payment of interest on the Corporation’s indebtedness, to the
extent that cash on hand at the Corporation is not sufficient to make such
payments, will require prior approval of the Commissioner of the TDFI and the
FDIC.




A bank
holding company and its subsidiaries are also prohibited from acquiring any
voting shares of, or interest in, any banks located outside of the state in
which the operations of the bank holding company's subsidiaries are located,
unless the acquisition is specifically authorized by the statutes of the state
in which the target is located.  Further, a bank holding company and
its subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection with the extension of credit or provision of any property or
service.  Thus, an affiliate of a bank holding company may not extend
credit, lease or sell property, or furnish any services or fix or vary the
consideration for these on the condition that (i) the customer must obtain or
provide some additional credit, property or services from or to its bank holding
company or subsidiaries thereof or (ii) the customer may not obtain some other
credit, property, or services from a competitor, except to the extent reasonable
conditions are imposed to assure the soundness of the credit
extended.




In
approving acquisitions by bank holding companies of banks and companies engaged
in the banking-related activities described above, the Federal Reserve Board
considers a number of factors, including the expected benefits to the public
such as greater convenience, increased competition, or gains in efficiency, as
weighed against the risks of possible adverse effects such as undue
concentration of resources, decreased or unfair competition, conflicts of
interest, or unsound banking practices.  The Federal Reserve Board is
also empowered to differentiate between new activities and activities commenced
through the acquisition of a going concern.




The
Attorney General of the United States may, within 30 days after approval by the
Federal Reserve Board of an acquisition, bring an action challenging such
acquisition under the federal antitrust laws, in which case the effectiveness of
such approval is stayed pending a final ruling by the courts.  Failure
of the Attorney General to challenge an acquisition does not, however, exempt
the holding company from complying with both state and federal antitrust laws
after the acquisition is consummated or immunize the acquisition from future
challenge under the anti-monopolization provisions of the Sherman
Act.




Capital
Guidelines




The
Federal Reserve Board has risk based capital guidelines for bank holding
companies and member banks.  Under the guidelines, the minimum ratio
of capital to risk weighted assets (including certain off balance sheet items,
such as standby letters of credit) is 8%.  To be considered a “well
capitalized” bank or bank holding company under the guidelines, a bank or bank
holding company must have a total risk based capital ratio in excess of
10%.


3


At least
half of the total capital is to be comprised of common equity, retained
earnings, and a limited amount of perpetual preferred stock, after subtracting
goodwill and certain other adjustments (“Tier 1 capital”).  The
remainder may consist of perpetual debt, mandatory convertible debt securities,
a limited amount of subordinated debt, other preferred stock not qualifying for
Tier 1 capital, and a limited amount of loan loss reserves (“Tier 2
capital”).  The Bank is subject to similar capital requirements
adopted by the FDIC.  In addition, the Federal Reserve Board, and the
FDIC have adopted a minimum leverage ratio (Tier 1 capital to total assets) of
3% (or 4% if the bank's CAMEL rating is below “1”).  Generally,
banking organizations are expected to operate well above the minimum required
capital level of 3% unless they meet certain specified criteria, including that
they have the highest regulatory ratings. Most banking organizations are
required to maintain a leverage ratio of 3%, plus an additional cushion of at
least 1% to 2%.  Most community banks are encouraged to maintain a
minimum leverage ratio of 6.5% to 7.0%.




Pursuant
to the terms of the Order, the Bank is required to develop and implement a
capital plan that increases the Bank’s Tier 1 leverage ratio, Tier 1 risk based
capital ratio and Total risk based capital ratio to 8%, 10% and 11%,
respectively.  The capital plan has been submitted to the FDIC and the
TDFI for approval, and following receipt of any comments to the plan from the
FDIC or the TDFI, the Bank must immediately initiate measures to effect
compliance with the capital plan within 30 days after the FDIC and the TDFI
respond to the capital plan.  The Bank and the Corporation are
currently evaluating their respective capital options and the Corporation
believes that it will need to issue additional shares of common or preferred
stock to achieve compliance with the minimum capital ratios set forth in the
Order.




In order
to secure the approval of the FDIC of the Bank’s capital restoration plan
required by the fact that the Bank is “undercapitalized” under federal
regulatory standards, the Corporation executed on March 5, 2010, a Capital
Maintenance Commitment and Guaranty (the “Commitment”) with the FDIC, which
remains subject to the FDIC’s approval and execution.  Pursuant to the
Commitment, the Corporation will be required to provide the FDIC assurance in
the form of a financial commitment and guaranty that the Bank will comply with
the Bank’s capital restoration plan until the Bank has been adequately
capitalized on average during each of four consecutive quarters and, in the
event the Bank fails to so comply, to pay to the Bank the lesser of five percent
of the Bank's total assets at the time the Bank was undercapitalized, or the
amount which is necessary to bring the Bank into compliance with all capital
standards applicable to the Bank at the time it failed to comply.




The
Bank's Tier 1 leverage ratio at December 31, 2009, was 4.29%, and its Tier 1
risk based capital ratio and Total risk based capital ratio at December 31, 2009
were 5.94% and 7.22%, respectively.




Under the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”),
failure to meet the capital guidelines could subject a banking institution to a
variety of enforcement remedies available to federal regulatory authorities,
including the termination of deposit insurance by the FDIC.




As a
result of the Bank’s Total risk based capital ratio falling below 8% at June 30,
2009 and remaining in this category at September 30, 2009 and December 31, 2009,
the Bank is considered “undercapitalized” and it is subject to the provisions of
Section 38 of the Federal Deposit Insurance Act, which among other things: (i)
restricts payment of capital distributions and management fees; (ii) requires
that the FDIC monitor the condition of the Bank; (iii) requires submission of a
capital restoration plan within 45 days; (iv) restricts the growth of the Bank’s
assets; and (v) requires prior approval of certain expansion proposals, many of
which restrictions or obligations, including the requirement to submit a capital
restoration plan, the Bank was already subject to as a result of the Order. The
Order also requires the Bank to develop and implement a capital plan that
increases the Bank’s Tier 1 capital ratio, Tier 1 risk based capital ratio and
Total risk based capital ratio to 8%, 10% and 11%, respectively. The Bank
has submitted its capital restoration plan to the FDIC for approval, but the
plan has not yet been approved by the FDIC.




Bank
Regulation




The Bank
is a Tennessee state-chartered bank and is subject to the regulations of and
supervision by the FDIC as well as the TDFI, Tennessee's state banking
authority.  The Bank is also subject to various requirements and
restrictions under federal and state law, including requirements to maintain
reserves against deposits, restrictions on the types and amounts of loans that
may be granted and the interest that may be charged thereon and limitations on
the types of investments that may be made and the types of services that may be
offered.  Various consumer laws and regulations also affect the
operations of the Bank.  In addition to the impact of regulation,
commercial banks are affected significantly by the actions of the Federal
Reserve Board as it attempts to control the money supply and credit availability
in order to influence the economy.


4


From time
to time, legislation is enacted which has the effect of increasing the cost of
doing business, limiting or expanding permissible activities or affecting the
competitive balance between banks and other financial
institutions.  Proposals to change the laws and regulations governing
the operations and taxation of banks, bank holding companies and other financial
institutions are frequently made in Congress, in the Tennessee legislature and
before various bank regulatory and other professional agencies.  The
likelihood of any major legislative changes and the impact such changes might
have on the Bank are impossible to predict.




General.The Bank, as a
Tennessee state chartered bank, is subject to primary supervision, periodic
examination and regulation by the Commissioner of the TDFI (“Commissioner”) and
the FDIC.  If, as a result of an examination of a bank, the FDIC
should determine that the financial condition, capital resources, asset quality,
earnings prospects, management, liquidity or other aspects of the Bank's
operations are unsatisfactory or that the Bank or its management is violating or
has violated any law or regulation, various remedies are available to the
FDIC.  Such remedies include the power to enjoin “unsafe or unsound”
practices, to require affirmative action to correct any conditions resulting
from any violation or practice, to issue an administrative order that can be
judicially enforced, to direct an increase in capital, to restrict the growth of
the Bank, to assess civil monetary penalties, to remove officers and directors
and ultimately to terminate a Bank's deposit insurance.  The
Commissioner has many of the same remedial powers, including the power to take
possession of a bank whose capital becomes impaired.




On June
3, 2009, the FDIC accepted a Stipulation and Consent (the “Consent”) of the Bank
to the issuance of the Order. Under the terms of the Order, the Bank has agreed,
among other things, to the following items: increase participation of the Board
of Directors in the affairs of the Bank and establish a Board committee to
oversee the Bank’s compliance with the Order; develop a written analysis and
assessment of the Bank’s management and staffing needs for the purpose of
providing qualified management; develop and implement a capital plan that
increases and maintains the Bank’s Tier 1 capital ratio, Tier 1 risk based
capital ratio and Total risk based capital ratio to 8%, 10% and 11%,
respectively; review the adequacy of the Bank’s allowance for loan and lease
losses (“ALLL”), establish a comprehensive policy for determining the adequacy
of the ALLL and maintain a reasonable ALLL; develop a written
liquidity/asset/liability management plan addressing liquidity and the Bank’s
relationship of volatile liabilities to temporary investments; refrain from
paying cash dividends to the Corporation without the prior written consent of
the FDIC and the TDFI; take specific actions to eliminate all assets classified
as “Loss” and to reduce the level of assets classified “Doubtful” or
“Substandard,” in each case in the Bank’s exam report; refrain from extending
any additional credit to, or for the benefit of, any borrower who has a loan or
other extension of credit from the Bank that has been charged off or classified
in a certain specified manner and is uncollected; revise the Bank’s loan policy
and procedures for effectiveness and make all necessary revisions to the policy
to strengthen the Bank’s lending procedures; take specified actions to reduce
concentrations of construction and development loans; prepare and submit to its
supervisory authorities a budget and profit plan as well as its written
strategic plan consisting of long-term goals and strategies; eliminate and/or
correct all violations of law, regulations and contraventions of FDIC Statements
of Policy as discussed in applicable reports and take all necessary steps to
ensure future compliance; and furnish quarterly progress reports to the banking
regulators.




The
deposits of the Bank are insured by the FDIC in the manner and to the extent
provided by law.  For this protection, the Bank pays a semiannual
statutory assessment.  Although the Bank is not a member of the
Federal Reserve System, it is nevertheless subject to certain regulations of the
Federal Reserve Board. The Emergency Economic Stabilization Act of 2008 (“EESA”)
provides for a temporary increase in the basic limit on federal deposit
insurance coverage from $100,000 to $250,000 per depositor. This increased level
of basic deposit insurance limit is scheduled to return to $100,000 on December
31, 2013. In addition, on October 14, 2008, the FDIC instituted a Temporary
Liquidity Guarantee Program that provided for FDIC guarantees of unsecured debt
of depository institutions and certain holding companies and for temporary
unlimited FDIC coverage of non-interest bearing deposit transaction accounts.
Institutions were automatically covered, without cost, under these programs for
30 days (later extended until December 5, 2008); however, after the specified
deadline (December 5, 2008), institutions were required to opt-out of these
programs if they did not wish to participate and incur fees thereunder. The Bank
elected to continue to participate in the transaction account guarantee program,
which is set to expire December 31, 2010. Under the transaction account
guarantee program, an institution can provide full coverage on non-interest
bearing transaction accounts for an annual assessment of 10, 20 or 25 basis
points, depending on the institution’s risk category, of any deposit amounts
exceeding the $250,000 deposit insurance limit, in addition to the normal
risk-based assessment. The Bank elected to participate in the temporary debt
guarantee program but did not issue any guaranteed debt under the
program.


5


Various
requirements and restrictions under the laws of the State of Tennessee and the
United States affect the operations of the Bank.  State and federal
statutes and regulations relate to many aspects of the Bank's operations,
including reserves against deposits, interest rates payable on deposits, loans,
investments, mergers and acquisitions, borrowings, dividends, locations of
branch offices and capital requirements.  Further, the Bank is
required to maintain certain levels of capital and meet additional specific
requirements established by banking regulators.




Tennessee
law contains limitations on the interest rates that may be charged on various
types of loans and restrictions on the nature and amount of loans that may be
granted and on the types of investments which may be made.  The
operations of banks are also affected by various consumer laws and regulations,
including those relating to equal credit opportunity and regulation of consumer
lending practices.  All Tennessee banks must become and remain insured
banks under the Federal Deposit Insurance Act (the “FDIA”).  (See 12
U.S.C. §1811, et seq.).




Payment of
Dividends.  The Bank is subject to the Tennessee Banking Act,
which limits a bank's ability to pay dividends.  The payment of
dividends by any bank is dependent upon its earnings and financial condition and
subject to the statutory power of certain federal and state regulatory agencies
to act to prevent what they deem unsafe or unsound banking
practices.  The payment of dividends could, depending upon the
financial condition of the Bank, be deemed to constitute such an unsafe or
unsound banking practice.  Under Tennessee law, the board of directors
of a state bank may not declare dividends in any calendar year that exceeds the
total of its retained net income of the preceding two (2) years without the
prior approval of the TDFI.  Because the Bank had no net retained
income from the previous two years available for dividend payments, the Bank may
not, without prior consent of the Commissioner of the TDFI, pay any dividends
until such time that current year profits exceed the net losses and dividends of
the prior two years. The Bank’s ability to pay dividends without the consent of
the Commissioner and the FDIC is further limited by the terms of the Order. The
FDIA prohibits a state bank, the deposits of which are insured by the FDIC, from
paying dividends if it is in default in the payment of any assessments due the
FDIC.  The Bank is also subject to the minimum capital requirements of
the FDIC, including those included in the Order, which impact the Bank's ability
to pay dividends.  If the Bank fails to meet these standards, it may
not be able to pay dividends or to accept additional deposits because of
regulatory requirements.




If, in
the opinion of the applicable federal bank regulatory authority, a depository
institution is engaged in or is about to engage in an unsafe or unsound practice
(which, depending on the financial condition of the depository institution,
could include the payment of dividends), such authority may require that such
institution cease and desist from such practice.  The federal banking
agencies have indicated that paying dividends that deplete a depository
institution's capital base to an inadequate level would be such an unsafe and
unsound banking practice.  Moreover, the Federal Reserve Board, the
Comptroller of the Currency and the FDIC have issued policy statements which
provide that bank holding companies and insured depository institutions
generally should only pay dividends out of current operating
earnings.




FIRREA.  Congress
enacted the Financial Institutions Reform, Recovery and Enforcement Act of 1989
(“FIRREA”) on August 9, 1989.  FIRREA provides that a depository
institution insured by the FDIC can be held liable for any loss incurred by, or
reasonably expected to be incurred by, the FDIC after August 9, 1989 in
connection with (i) the default of a commonly controlled FDIC insured depository
institution or (ii) any assistance provided by the FDIC to a commonly controlled
FDIC insured depository institution in danger of default.  FIRREA
provides that certain types of persons affiliated with financial institutions
can be fined by the federal regulatory agency having jurisdiction over a
depository institution with federal deposit insurance (such as the Bank) up to
$1 million per day for each violation of certain regulations related (primarily)
to lending to and transactions with executive officers, directors, principal
shareholders and the interests of these individuals.  Other violations
may result in civil money penalties of $5,000 to $30,000 per day or in criminal
fines and penalties.  In addition, the FDIC has been granted enhanced
authority to withdraw or to suspend deposit insurance in certain
cases.


6


FDICIA.  The
Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) which
was enacted on December 19, 1991, substantially revised the depository
institution regulatory and funding provisions of the FDIA and made revisions to
several other federal banking statutes.  Among other things, FDICIA
requires the federal banking regulators to take “prompt corrective action” in
respect of FDIC-insured depository institutions that do not meet minimum capital
requirements. FDICIA establishes five capital tiers: “well capitalized,”
“adequately capitalized,” “undercapitalized,” “significantly undercapitalized”
and “critically undercapitalized.”  Under applicable regulations, a
FDIC-insured depository institution is defined to be well capitalized if it
maintains a Leverage Ratio of at least 5%, a Tier 1 risk based capital ratio of
at least 6% and a Total risk based capital ratio of at least 10% and is not
subject to a directive, order or written agreement to meet and maintain specific
capital levels.  An insured depository institution is defined to be
adequately capitalized if it meets all of its minimum capital requirements as
described above.  In addition, an insured depository institution will
be considered undercapitalized if it fails to meet any minimum required measure,
significantly undercapitalized if it is significantly below such measure and
critically undercapitalized if it fails to maintain a level of tangible equity
equal to not less than 2% of total assets.  An insured depository
institution may be deemed to be in a capitalization category that is lower than
is indicated by its actual capital position if it receives an unsatisfactory
examination rating.




The
capital-based prompt corrective action provision of FDICIA and their
implementing regulations apply to FDIC-insured depository institutions and are
not directly applicable to holding companies which control such
institutions.  However, the Federal Reserve Board has indicated that,
in regulating bank holding companies, it will take appropriate action at the
holding company level based on an assessment of the effectiveness of supervisory
actions imposed upon subsidiary depository institutions pursuant to such
provisions and regulations.




FDICIA
generally prohibits an FDIC-insured depository institution from making any
capital distribution (including payment of dividends) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized.  Undercapitalized depository institutions are
subject to restrictions on borrowing from the Federal Reserve
System.  In addition, undercapitalized depository institutions are
subject to growth limitations and are required to submit capital restoration
plans.  A depository institution's holding company must guarantee the
capital plan, up to an amount equal to the lesser of 5% of the depository
institution's assets at the time it becomes undercapitalized or the amount of
the capital deficiency when the institution fails to comply with the
plan.  Because the Bank is undercapitalized at December 31, 2009, the
Corporation is subject to this guarantee requirement. The federal banking
agencies may not accept a capital plan, like the one the Bank has submitted,
without determining, among other things, that the plan is based on realistic
assumptions and is likely to succeed in restoring the depository institution's
capital.  If a depository institution fails to submit an acceptable
plan, it is treated as if it is significantly undercapitalized. As of the
date hereof, the FDIC has not yet accepted the Bank's capital restoration
plan.




Significantly
undercapitalized depository institutions may be subject to a number of
requirements and restrictions, including orders to sell sufficient voting stock
to become adequately capitalized, requirements to reduce total assets and
cessation of receipt of deposits from correspondent banks.  Critically
undercapitalized depository institutions are subject to appointment of a
receiver or conservator generally within 90 days of the date on which they
became critically undercapitalized.




FDICIA
contains numerous other provisions, including accounting, audit and reporting
requirements, termination of the “too big to fail” doctrine except in special
cases, limitations on the FDIC's payment of deposits at foreign branches, new
regulatory standards in such areas as asset quality, earnings and compensation
and revised regulatory standards for, among other things, powers of state banks,
real estate lending and capital adequacy.  FDICIA also requires that a
depository institution provide 90 days prior notice of the closing of any
branches.




Various
other legislation, including proposals to revise the bank regulatory system and
to limit the investments that a depository institution may make with insured
funds, is from time to time introduced in Congress.  The TDFI and FDIC
will examine the Bank periodically for compliance with various regulatory
requirements.  Such examinations, however, are for the protection of
the Deposit Insurance Fund (“DIF”) and for depositors, and not for the
protection of investors and shareholders.


7


Interstate
Act.  The Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (“Interstate Act”), which was enacted on September 29,
1994, among other things and subject to certain conditions and exceptions,
permits on an interstate basis (i) bank holding company acquisitions commencing
one year after enactment of banks of a minimum age of up to five years as
established by state law in any state, (ii) mergers of national and state banks
after May 31, 1997 unless the home state of either bank has opted out of the
interstate bank merger provision, (iii) branching de novo by national and state
banks if the host state has opted-in to this provision of the Interstate Act,
and (iv) certain bank agency activities after one year after
enactment.  The Interstate Act contains a 30% intrastate deposit cap,
except for the initial acquisition in the state, restriction that applies to
certain interstate acquisitions unless a different intrastate cap has been
adopted by the applicable state pursuant to the provisions of the Interstate Act
and a 10% national deposit cap restriction.  Tennessee has opted-in to
the Interstate Act.  Management cannot predict the extent to which the
business of the Bank may be affected.  Tennessee has also adopted
legislation allowing banks to acquire branches across state lines subject to
certain conditions, including the availability of similar legislation in the
other state.




Brokered Deposits and Pass-Through
Insurance.  The FDIC has adopted regulations under FDICIA
governing the receipt of brokered deposits and pass-through
insurance.  Under the regulations, a bank cannot accept or rollover or
renew brokered deposits unless (i) it is well capitalized or (ii) it is
adequately capitalized and receives a waiver from the FDIC.  In
addition, bank regulators can limit a bank's ability to accept brokered deposits
or other volatile funding.  The Bank is currently limited in its
ability to accept, rollover or renew brokered deposits.  A bank that
cannot receive brokered deposits also cannot offer “pass-through” insurance on
certain employee benefit accounts.  Whether or not it has obtained
such a waiver, a bank that is adequately capitalized or worse may not pay an
interest rate on any deposits in excess of 75 basis points over certain index
prevailing market rates specified by regulation.  There are no such
restrictions on a bank that is well capitalized.




FDIC Insurance
Premiums.  The Bank is required to pay semiannual FDIC deposit
insurance assessments to the DIF.  The FDIC merged the Bank Insurance
Fund (“BIF”) and the Savings Association Insurance Fund (“SAIF”) to form the DIF
on March 31, 2006 in accordance with the Federal Deposit Insurance Reform Act of
2005.  The FDIC maintains the DIF by assessing depository institutions
an insurance premium.  The amount each institution is assessed is
based upon statutory factors that include the balance of insured deposits as
well as the degree of risk the institution poses to the insurance
fund.  The FDIC uses a risk-based premium system that assesses higher
rates on those institutions that pose greater risks to the DIF.  Under
the rule adopted by the FDIC in November 2006, beginning in 2007, the FDIC
placed each institution in one of four risk categories using a two-step process
based first on capital ratios (the capital group assignment) and then on other
relevant information (the supervisory group assignment).  Currently,
rates range between $.07 and $.78 per $100 in assessable
deposits.  The rate ranges are based on the four risk categories that
in turn are based on asset size as well as capital, supervisory, credit, and
other risk factors.  Within the range for a given risk category, the
rate applicable to any particular institution is determined by the FDIC
according to formal guidelines.  Any change in these rates and the
category of risk into which the Bank will fall could have an adverse effect on
the Bank's earnings.




In
addition to the regular quarterly assessment, the FDIC imposed a 5 basis points
emergency assessment on insured depository institutions which was paid on
September 30, 2009, and was based on total assets less Tier 1 capital as of June
30, 2009. The special assessment resulted in additional expense of $ 62,037 in
the second quarter of 2009. In the fourth quarter of 2009, the FDIC adopted a
rule that, in lieu of any further special assessment in 2009, required all
insured depository institutions, with limited exceptions, to prepay their
estimated quarterly risk-based assessments for the fourth quarter of 2009, and
for all of 2010, 2011, and 2012. The FDIC also adopted a uniform three basis
point increase in assessment rates effective January 1, 2011. The Bank was not
required to prepay its assessments for 2010, 2011 and 2012.




Under the
FDIA, insurance of deposits may be terminated by the FDIC upon a finding that
the institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, rule, order or condition imposed by a federal bank regulatory
agency.




Gramm-Leach-Bliley
Act. The Gramm-Leach-Bliley Act adopted in November 1999
ratifies powers for banks and bank holding companies, especially in the areas of
securities and insurance.  The Act also includes requirements
regarding the privacy and protection of customer information held by financial
institutions, as well as many other providers of financial
services.  There are provisions providing for functional regulation of
the various services provided by institutions among different
regulators.  There are other provisions which limit the future
expansion of unitary thrift holding companies which now prevent companies like
Wal-Mart from owning a thrift institution.  Finally, among many other
sections of the Act, there is some relief for small banks from the regulatory
burden of the Community Reinvestment Act.


8


USA Patriot Act. On October
26, 2001, the President of the United States signed the USA PATRIOT Act of 2001
into law.  This act contains the International Money Laundering
Abatement and Financial Anti-Terrorism Act of 2001 (the “IMLAFA”). The IMLAFA
substantially broadens existing anti-money laundering legislation and the
extraterritorial jurisdiction of the United States, imposes new compliance and
due diligence obligations, creates new crimes and penalties, compels the
production of documents located both inside and outside the United States,
including those of foreign institutions that have a correspondent relationship
in the United States, and clarifies the safe harbor from civil liability to
customers.  The U.S. Treasury Department has issued a number of
regulations implementing the USA PATRIOT Act that apply certain of its
requirements to financial institutions such as our banking and broker-dealer
subsidiaries.  The regulations impose obligations on financial
institutions to maintain appropriate policies, procedures and controls to
detect, prevent and report money laundering and terrorist
financing.




The
IMLAFA requires all “financial institutions,” as defined, to establish
anti-money laundering compliance and due diligence programs.  Such
programs are required to include, among other things, adequate policies, the
designation of a compliance officer, employee training programs, and an
independent audit function to review and test the program.  The Bank
has established anti-money laundering compliance and due diligence programs to
comply with IMLAFA.




Capital
Requirements.  The federal regulatory agencies use capital
adequacy guidelines in their examination and regulation of banks.  If
the capital falls below the minimum levels established by these guidelines, the
Bank may (1) be denied approval to acquire or establish additional banks or
non-bank businesses or to open facilities, or (2) be subject to other regulatory
restrictions or actions.




Banking
organizations historically were required to maintain a minimum ratio of primary
capital to total assets of 5.5%, and a minimum ratio of total capital to total
assets of 6.0%.  The primary and total capital ratio requirements have
been replaced by the adoption of risk-based and leverage capital
requirements.




Risk-Based Capital
Requirements




The FDIC
adopted risk-based capital guidelines for banks effective after December 31,
1990.  The risk-based capital guidelines are designed to make
regulatory capital requirements more sensitive to differences in risk profile
among banks to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets.  Assets and off-balance sheet
items are assigned to broad risk categories each with appropriate
weights.  The resulting capital ratios represent capital as a
percentage of total risk-weighted assets and off-balance sheet
items.  The ratios are minimums.  The guidelines require all
federally regulated banks to maintain a minimum risk based total capital ratio
of 8%, of which at least 4% must be Tier 1 capital (see the description of Tier
1 capital and Tier 2 capital below).




A banking
organization's qualifying total capital consists of two
components:  Tier 1 capital (core capital) and Tier 2 capital
(supplementary capital).  Tier 1 capital is an amount equal to the sum
of:  (i) common shareholders' equity (including adjustments for any
surplus or deficit); (ii) non-cumulative perpetual preferred stock; and (iii)
the company's minority interests in the equity accounts of consolidated
subsidiaries.  Intangible assets generally must be deducted from Tier
1 capital, subject to limited exceptions for goodwill arising from certain
supervisory acquisitions.  Other intangible assets may be included in
an amount up to 25% of Tier 1 capital, provided that the asset meets each of the
following criteria:  (i) the asset must be able to be separated and
sold apart from the banking organization or the bulk of its assets; (ii) the
market value of the asset must be established on an annual basis through an
identifiable stream of cash flows and there must be a high degree of certainty
that the asset will hold this market value notwithstanding the future prospects
of the banking organization; and (iii) the banking organization must demonstrate
that a liquid market exists for the asset.  Intangible assets in
excess of 25% of Tier 1 capital generally are deducted from a banking
organization's regulatory capital.  At least 50% of the banking
organization's total regulatory capital must consist of Tier 1
capital.




Tier 2
capital is an amount equal to the sum of (i) the allowance for possible credit
losses in an amount up to 1.25% of risk-weighted assets; (ii) cumulative
perpetual preferred stock with an original maturity of 20 years or more and
related surplus; (iii) hybrid capital instruments (instruments with
characteristics of both debt and equity), perpetual debt and mandatory
convertible debt securities; and (iv) in an amount up to 50% of Tier 1 capital,
eligible term subordinated debt and intermediate-term preferred stock with an
original maturity of five years or more, including related
surplus.  The inclusion of the foregoing elements of Tier 2 capital
are subject to certain requirements and limitations of the
FDIC.


9


Investments
in unconsolidated banking and finance subsidiaries, investments in securities
subsidiaries and reciprocal holdings of capital instruments must be deducted
from capital.  The federal banking regulators may require other
deductions on a case-by-case basis.




Under the
risk-weighted capital guidelines, balance sheet assets and certain off-balance
sheet items, such as standby letters of credit, are assigned to one of four risk
weight categories (0%, 20%, 50%, or 100%) according to the nature of the asset
and its collateral or the identity of any obligor or guarantor.  For
example, cash is assigned to the 0% risk category, while loans secured by
one-to-four family residences are assigned to the 50% risk
category.  The aggregate amount of such asset and off-balance sheet
items in each risk category is adjusted by the risk weight assigned to that
category to determine weighted values, which are added together to determine the
total risk-weighted assets for the banking organization.  Accordingly,
an asset, such as a commercial loan, which is assigned to a 100% risk category
is included in risk-weighted assets at its nominal face value, whereas a loan
secured by a single-family home mortgage is included at only 50% of its nominal
face value.  The application ratios are equal to capital, as
determined, divided by risk-weighted assets, as determined.




Leverage Capital
Requirements




The FDIC
has a regulation requiring certain banking organizations to maintain additional
capital of 1% to 2% above a 3% minimum Tier 1 Leverage Capital Ratio (Tier 1
capital, less intangible assets, to total assets).  In order for an
institution to operate at or near the minimum Tier 1 leverage capital
requirement of 3%, the FDIC expects that such institution would have
well-diversified risk, no undue rate risk exposure, excellent asset quality,
high liquidity and good earnings.  In general, the bank would have to
be considered a strong banking organization, rated in the highest category under
the bank rating system and have no significant plans for
expansion.  Higher Tier 1 leverage capital ratios of up to 5% will
generally be required if all of the above characteristics are not exhibited, or
if the institution is undertaking expansion, seeking to engage in new
activities, or otherwise faces unusual or abnormal risks.




The FDIC
rule provides that institutions not in compliance with the regulation are
expected to be operating in compliance with a capital plan or agreement with the
regulator.  If they do not do so, they are deemed to be engaging in an
unsafe and unsound practice and may be subject to enforcement
action.  In addition, failure by an institution to maintain capital of
at least 2% of assets constitutes an unsafe and unsound practice and may subject
the institution to enforcement action.  An institution's failure to
maintain capital of at least 2% of assets constitutes an unsafe and unsound
condition justifying termination of FDIC insurance.




Depositor
Preference




The
Omnibus Budget Reconciliation Act of 1993 provides that deposits and certain
claims for administrative expenses and employee compensation against an insured
depositary institution would be afforded a priority over other general unsecured
claims against such an institution, including federal funds and letters of
credit, in the “liquidation or other resolution” of such an institution by any
receiver.




Effect of Governmental
Policies




The Bank
is affected by the policies of regulatory authorities, including the Federal
Reserve System.  An important function of the Federal Reserve System
is to regulate the national money supply.  Among the instruments of
monetary policy used by the Federal Reserve are: purchases and sales of U.S.
Government securities in the marketplace; changes in the discount rate, which is
the rate any depository institution must pay to borrow from the Federal Reserve;
and changes in the reserve requirements of depository
institutions.  These instruments are effective in influencing economic
and monetary growth, interest rate levels and inflation.




The
monetary policies of the Federal Reserve System and other governmental policies
have had a significant effect on the operating results of commercial banks in
the past and are expected to continue to do so in the future.  Because
of changing conditions in the national economy and in the money market, as well
as the result of actions by monetary and fiscal authorities, it is not possible
to predict with certainty future changes in interest rates, deposit levels, loan
demand or the business and earnings of the Bank or whether the changing economic
conditions will have a positive or negative effect on operations and
earnings.


10


Bills are
pending before the United States Congress and the Tennessee General Assembly
which could affect the business of the Bank, and there are indications that
other similar bills may be introduced in the future.  It cannot be
predicted whether or in what form any of these proposals will be adopted or the
extent to which the business of the Bank may be affected thereby.




Investment
Policy




The
objective of the Bank's investment policy is to invest funds not otherwise
needed to meet the loan demand of its market area to earn the maximum return for
the Bank, yet still maintain sufficient liquidity to meet fluctuations in the
Bank's loan demand and deposit structure.  In doing so, the Bank
balances the market and credit risks against the potential investment return,
makes investments compatible with the pledge requirements of the Bank's deposits
of public funds, maintains compliance with regulatory investment requirements,
and assists the various public entities with their financing
needs.  The asset liability and investment committee has full
authority over the investment portfolio and makes decisions on purchases and
sales of securities.  The entire portfolio, along with all investment
transactions occurring since the previous Board of Director's meeting, is
reviewed by the Board at its next monthly meeting.  The investment
policy allows portfolio holdings to include short-term securities purchased to
provide the Bank's needed liquidity and longer term securities purchased to
generate level income for the Bank over periods of interest rate
fluctuations.  At December 31, 2009, the Bank has securities available
for sale of approximately $3.0 million, carried at fair value.  There
was no securities portfolio in 2008.




Loan
Policy




All
lending activities of the Bank are under the direct supervision and control of
the full Board of Directors.  The Board of Directors enforces loan
authorizations, decides on loans exceeding such limits, services all requests
for officer credits to the extent allowable under current laws and regulations,
administers all problem credits, and determines the allocation of funds for each
lending division.  The Bank's established maximum loan volume to
deposits is 100%. The loan portfolio consists primarily of real estate,
commercial, farming and installment loans.  Commercial loans consist
of either real estate loans or term loans.  Maturity of term loans is
normally limited to five to seven years.  Conventional real estate
loans may be made up to 85% of the appraised value or purchase cost of the real
estate for no more than a thirty year term.  Installment loans are
based on the earning capacity and vocational stability of the
borrower.




The full
Board makes a monthly review of loans which are 30 days or more past
due.




Management
of the Bank periodically reviews the loan portfolio, particularly nonaccrual and
renegotiated loans.  The review may result in a determination that a
loan should be placed on a nonaccrual status for income
recognition.  In addition, to the extent that management identifies
potential losses in the loan portfolio, it reduces the book value of such loans,
through charge-offs, to their estimated collectible value.  In the
event that a loan is 90 days or more past due the accrual of income is generally
discontinued when the full collection of principal or interest is in doubt
unless the obligations are both well secured and in the process of
collection.  The Bank maintains a specific reserve for impaired
loans.




When a
loan is classified as nonaccrual, any unpaid interest is reversed against
current income.  Interest is included in income thereafter only to the
extent received in cash.  The loan remains in a nonaccrual
classification until such time as the loan is brought current, when it may be
returned to accrual classification.  When principal or interest on a
nonaccrual loan is brought current, if in management's opinion future payments
are questionable, the loan would remain classified as
nonaccrual.  After a nonaccrual or renegotiated loan is charged off,
any subsequent payments of either interest or principal are applied first to any
remaining balance outstanding, then to recoveries and lastly to
income.


11


The Bank
had no tax-exempt loans during the year ended December 31, 2009.  The
Bank had no loans outstanding to foreign borrowers at December 31,
2009.  The Bank's underwriting guidelines are applied to four major
categories of loans, commercial and industrial, consumer, agricultural and real
estate which includes residential, construction and development and certain
other real estate loans.  The Bank requires its loan officers and
Board to consider the borrower's character, the borrower's financial condition
as reflected in current financial statements, the borrower's management
capability, the borrower's industry and the economic environment in which the
loan will be repaid.  Before approving a loan, the loan officer or
Board must determine that the borrower is basically honest and creditworthy,
determine that the borrower is a capable manager, understand the specific
purpose of the loan, understand the source and plan of repayment, determine that
the purpose, plan and source of repayment as well as collateral are acceptable,
reasonable and practical given the normal framework within which the borrower
operates.




Credit Risk Management and
Reserve for Loan Losses




Credit
risk and exposure to loss are inherent parts of the banking
business.  Management seeks to manage and minimize these risks through
its loan and investment policies and loan review
procedures.  Management establishes and continually reviews lending
and investment criteria and approval procedures that it believes reflect the
risk sensitive nature of the Bank.  The loan review procedures are set
to monitor adherence to the established criteria and to ensure that such
standards are enforced and maintained on a continuing
basis.  Management's objective in establishing lending and investment
standards is to manage the risk of loss and provide for income generation
through pricing policies.




The loan
portfolio is regularly reviewed, and management determines the amount of loans
to be charged-off.  In addition, such factors as the Bank's previous
loan loss experience, prevailing and anticipated economic conditions, any
industry concentrations and the overall quality of the loan portfolio are
considered.  While management uses available information to recognize
losses on loans and real estate owned, future additions to the allowance may be
necessary based on changes in economic conditions.  In addition,
various regulatory agencies, as an integral part of their examination process,
periodically review the allowances for losses on loans and real estate
owned.  Such agencies may require the Bank to recognize additions to
the allowances based on their judgments about information available at the time
of their examinations.  In addition, any loan or portion thereof which
is classified as a “loss” by regulatory examiners is charged-off.




Capital
Resources/Liquidity




Liquidity. Of primary
importance to depositors, creditors and regulators is the ability to have
readily available funds sufficient to repay fully maturing
liabilities.  The Bank's liquidity, represented by cash and cash due
from banks, is a result of its operating, investing and financing
activities.  In order to insure funds are available at all times, the
Bank devotes resources to projecting on a monthly basis the amount of funds
which will be required and maintains relationships with a diversified customer
base so funds are accessible.  Liquidity requirements can also be met
through short-term borrowings or the disposition of short-term assets which are
generally matched to correspond to the maturity of liabilities.




The Bank
has a formal liquidity policy whereby management considers several liquidity
ratios on a monthly basis to determine the adequacy of liquidity.  In
the opinion of management, its liquidity levels are considered
adequate.   The Bank is subject to general FDIC guidelines which
do not require a minimum level of liquidity.  Management believes its
liquidity ratios meet or exceed these guidelines.  Management does not
know of any trends or demands which are reasonably likely to result in liquidity
increasing or decreasing in any material manner.




Impact of Inflation and Changing
Prices.  The financial statements and related financial data
presented herein have been prepared in accordance with U.S. generally accepted
accounting principles which require the measurement of financial position and
operating results in terms of historical dollars without considering the changes
in the relative purchasing power of money over time and due to
inflation.  The impact of inflation on operations of the Bank is
reflected in increased operating costs.  Unlike most industrial
companies, virtually all of the assets and liabilities of the Bank are monetary
in nature.  As a result, interest rates have a more significant impact
on the Bank's performance than the effects of general levels of
inflation.  Interest rates do not necessarily move in the same
direction or in the same magnitude as the price of goods and
services.


12


Capital
Adequacy




Capital
adequacy refers to the level of capital required to sustain asset growth over
time and to absorb losses.  The objective of the Bank's management is
to maintain a level of capitalization that is sufficient to take advantage of
profitable growth opportunities while meeting regulatory
requirements.  This is achieved by improving profitability through
effectively allocating resources to more profitable businesses, improving asset
quality, strengthening service quality, and streamlining costs.  The
primary measures used by management to monitor the results of these efforts are
the ratios of average equity to average assets, average tangible equity to
average tangible assets, and average equity to net loans.




The
Federal Reserve Board has adopted capital guidelines governing the activities of
bank holding companies.  These guidelines require the maintenance of
an amount of capital based on risk-adjusted assets so that categories of assets
with potentially higher credit risk will require more capital backing than
assets with lower risk.  In addition, banks and bank holding companies
are required to maintain capital to support, on a risk-adjusted basis, certain
off-balance sheet activities such as loan commitments.




The
FDICIA established five capital categories for banks and bank holding
companies.  The bank regulators adopted regulations defining these
five capital categories in September 1992.  Under these regulations,
each bank is classified into one of the five categories based on its level of
risk based capital as measured by Tier 1 capital, total risk based capital,
and Tier 1 leverage ratios and its supervisory ratings.




The
following table lists the five categories of capital and each of the minimum
requirements for the three risk based capital ratios.




Total Risk Based
                            Capital Ratio
                          
                          Tier 1 Risk Based
                            Capital Ratio
                          
                          Leverage RatioWell-capitalized
                          
                          10%
      or above
                          
                          6%
      or above
                          
                          5%
      or aboveAdequately
      capitalized
                          
                          8%
      or above
                          
                          4%
      or above
                          
                          4%
      or aboveUndercapitalized
                          
                          Less
      than 8%
                          
                          Less
      than 4%
                          
                          Less
      than 4%Significantly
      undercapitalized
                          
                          Less
      than 6%
                          
                          Less
      than 3%
                          
                          Less
      than 3%Critically
      undercapitalized
                          
                          —
                          
                          —
                          
                          2%
      or
less





Pursuant to the terms of the Order, the
Bank is required to develop and implement a capital plan that increases and
maintains the Bank's Tier 1 capital ratio, Tier 1 risk based capital ratio and
Total risk based capital ratio to 8%, 10% and 11%, respectively.





Available
Information





The Corporation files periodic reports
with the Securities and Exchange Commission (the “SEC”). The public may read and
copy any materials the Corporation files with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C.
20549.  Information regarding the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330.  The SEC also maintains
an Internet site that contains reports, proxy and information statements, and
other information regarding the Corporation that the Corporation files
electronically with the SEC.  This information may be found at
www.sec.gov.





ITEM 1A.
            RISK
      FACTORS




Investing in our common stock involves
various risks which are particular to our company, our industry and our market
area. Several risk factors regarding investing in our common stock are discussed
below. This listing should not be considered as all-inclusive. If any of the
following risks were to occur, we may not be able to conduct our business as
currently planned and our financial condition or operating results could be
negatively impacted. These matters could cause the trading price of our common
stock to decline in future periods.


13


Our operations are subject to
heightened regulatory oversight.





As a result of the Bank entering into
the Order and being “undercapitalized”, the Bank is subject to extensive
regulatory oversight in addition to that which the Bank is normally subject
to.  The Bank’s operations are also significantly restricted as a
result of the provisions of the Order and as a result of it being
“undercapitalized” and we can give you no assurance that further regulatory
action will not be taken, particularly if we or the Bank fail to comply with any
regulatory restrictions, including those contained in the Order.  Our
and the Bank’s ability to conduct operations and meet obligations will require,
in many circumstances, that we or the Bank obtain prior regulatory
approval.  Such approval is discretionary and we can give you no
assurance that such approval would be granted, or granted on the terms
requested.





Our ability to service our debt, pay
dividends and otherwise satisfy our obligations as they come due is
substantially dependent on capital distributions from the Bank which are
prohibited under the terms of the Order.





A substantial source of our funds from
which we service our debt and pay our obligations and dividends, if any, is the
receipt of dividends from the Bank.  The Bank is prohibited by the
terms of the Order from paying dividends to us without the prior approval of the
FDIC and the Commissioner of the TDFI.  The Bank’s ability to pay
dividends to us is further limited by the provisions of Tennessee law which
prohibit a bank from paying dividends, without the prior approval of the
Commissioner of the TDFI, in an amount that exceeds the total amount of its net
income for that year combined with retained net income of the preceding two (2)
years.  If the Bank is unable to pay dividends to us, we will likely
be unable to make payments on our outstanding borrowings without raising
additional capital and will as a result likely be in default of the
terms of the agreements evidencing our outstanding borrowings, including our
loan agreement with Jefferson Federal Savings Bank, which loan is secured by
100% of the stock of the Bank.  If we were to default on our loan to
Jefferson Federal Savings Bank, it could seek to foreclose on its security
interest in the Bank and acquire control of the Bank.





Our independent registered public
accounting firm has expressed substantial doubt about our ability to continue as
a going concern.





Our independent registered public
accounting firm in its audit report for fiscal year 2009 has expressed
substantial doubt about our ability to continue as a going concern. Continued
operations depend on our ability to meet our existing debt obligations and the
financing or other capital required to do so may not be available or may not be
available on reasonable terms. The potential lack of sources of liquidity raises
substantial doubt about our ability to continue as a going concern for the
foreseeable future. Our audited financial statements were prepared under the
assumption that we will continue our operations on a going concern basis, which
contemplates the realization of assets and the discharge of liabilities in the
normal course of business. Our financial statements do not include any
adjustments that might be necessary if we are unable to continue as a going
concern. If we cannot continue as a going concern, our shareholders will lose
some or all of their investment.





An inability to improve our regulatory
capital position could adversely affect our operations and future
prospects.




Our
success as a financial institution is dependent on our ability to raise
sufficient capital or reduce our assets to improve our regulatory capital
position. At December 31, 2009, the Bank was classified as “undercapitalized,”
which restricts its operations. As a result of its reduced capital levels and
the terms of the Order, the Bank is required to submit a capital restoration
plan to the FDIC that details the manner in which the Bank will restore its
capital levels to those required to meet the requirements of the
Order.  The Bank has submitted a capital restoration plan to the FDIC
but that plan has not yet been approved. If we are unable to raise sufficient
amounts of capital necessary to capitalize the Bank at or above those levels
required in the Order, our financial condition and future prospects will be
materially and adversely affected. If we are
unable to raise a sufficient amount of capital necessary to achieve the capital
ratio requirements established in the Order or as set forth in our capital
restoration plan, we may need to consider other strategic alternatives,
including the possible merger of the Bank or sale of a portion or all of the
assets of the Bank.  We can give you no assurance as to the purchase
price that a buyer might be willing to pay to acquire the Bank or some or all of
the Bank's assets.


14


Negative developments in the U.S. and
local economy and in local real estate markets have adversely impacted the
Corporation's operations and results and may continue to adversely impact our
results in the future.





Economic conditions in the markets in
which the Corporation operates have deteriorated significantly since early 2008.
As a result, the Corporation has experienced a reduction in its earnings,
resulting primarily from provisions for loan losses related to declining
collateral values in its construction and development loan portfolio. Although
the Federal Reserve Board has issued statements that economic data suggests
strongly that the recession ended in the latter half of 2009, the Corporation
believes that this difficult economic environment will continue at least into
the first half of 2010, and the Corporation expects that its results of
operations will continue to be negatively impacted as a result. There can be no
assurance that the economic conditions that have adversely affected the
financial services industry, and the capital, credit and real estate markets
generally or the Corporation in particular, will improve, in which case the
Corporation could continue to experience reduced earnings and write-downs of
assets, and could face capital and liquidity constraints or other business
challenges.





Our business is subject to local real
estate market and other local economic conditions.





Adverse market or economic conditions
in the State of Tennessee may disproportionately increase the risk our borrowers
will be unable to timely make their loan payments. The market value of the real
estate securing loans as collateral has been adversely affected by unfavorable
changes in market and economic conditions. As of December 31, 2009,
approximately 84.40% of our loans were secured by real estate. Of this amount,
approximately 72.33% were commercial real estate loans and 27.67% were
residential real estate loans. Any sustained period of increased payment
delinquencies, foreclosures or losses caused by adverse market or economic
conditions in the markets we serve or in the State of Tennessee, like those we
are currently experiencing, will continue to adversely affect the value of our
assets, our revenues, results of operations and financial condition. In
addition, construction and development lending is generally considered to have
high credit risks because the principal is concentrated in a limited number of
loans with repayment dependent on the successful operation of the related real
estate project. Consequently, these loans are more sensitive to adverse
conditions in the real estate market or the general economy. Throughout 2009,
the number of newly constructed homes or lots sold in our market areas continued
to decline, negatively affecting collateral values and contributing to increased
provision expense and higher levels of non-performing assets. A continued
reduction in residential real estate market prices and demand could result in
further price reductions in home and land values adversely affecting the value
of collateral securing the construction and development loans that we hold.
These adverse economic and real estate market conditions may lead to further
increases in non-performing loans and other real estate owned, increased charge
offs from the disposition of non-performing assets, and increases in provision
for loan losses, all of which would negatively impact our financial condition
and results of operations.





We are geographically concentrated in
Greene County and Blount County, Tennessee, and changes in local economic
conditions impact our profitability.





We operate primarily in Greene County
and Blount County, Tennessee, and substantially all of our loan customers and
most of our deposit and other customers live or have operations in Greene and
Blount Counties. Accordingly, our success significantly depends upon the growth
in population, income levels, deposits and housing starts in both counties,
along with the continued attraction of business ventures to the area. Our
profitability is impacted by the changes in general economic conditions in this
market. Economic conditions in our area weakened during 2009, negatively
affecting our operations, particularly the real estate construction and
development segment of our loan portfolio. We cannot assure you that economic
conditions in our market will improve during 2010 or thereafter, and continued
weak economic conditions could reduce our growth rate, affect the ability of our
customers to repay their loans to us and generally affect our financial
condition and results of operations.





We are less able than a larger
institution to spread the risks of unfavorable local economic conditions across
a large number of diversified economies. Moreover, we cannot give any assurance
that we will benefit from any market growth or return of more favorable economic
conditions in our primary market areas if they do occur.


15


We have incurred significant losses and
could continue to sustain losses if our asset quality declines.





Our earnings are significantly affected
by our ability to properly originate, underwrite and service loans. A
significant portion of our loans are real estate based or made to real estate
based borrowers, and the credit quality of such loans has deteriorated and could
deteriorate further if real estate market conditions continue to decline or fail
to stabilize nationally or, more importantly, in our market areas. We have
sustained losses, and could continue to sustain losses if we incorrectly assess
the creditworthiness of our borrowers or fail to detect or respond to further
deterioration in asset quality in a timely manner. Problems with asset quality
could cause our interest income and net interest margin to decrease and our
provisions for loan losses to increase, which could adversely affect our results
of operations and financial condition.





If our allowance for loan losses is not
sufficient to cover actual loan losses, our earnings will decrease.





If loan customers with significant loan
balances fail to repay their loans according to the terms of these loans, our
earnings would suffer. We make various assumptions and judgments about the
collectability of our loan portfolio, including the creditworthiness of our
borrowers and the value of any collateral securing the repayment of our loans.
We maintain an allowance for loan losses in an attempt to cover probable
incurred losses inherent to the risks associated with lending. In determining
the size of this allowance, we rely on an analysis of our loan portfolio based
on volume and types of loans, internal loan classifications, trends in
classifications, volume and trends in delinquencies, nonaccruals and
charge-offs, national and local economic conditions, other factors and other
pertinent information. If our assumptions are inaccurate, our current allowance
may not be sufficient to cover probable incurred loan losses, and additional
provisions may be necessary which would decrease our earnings.





In addition, federal and state
regulators periodically review our loan portfolio and may require us to increase
our provision for loan losses or recognize loan charge-offs. Their conclusions
about the quality of our loan portfolio may be different than ours. Any increase
in our allowance for loan losses or loan charge-offs as required by these
regulatory agencies could have a negative effect on our operating results.
Moreover, additions to the allowance may be necessary based on changes in
economic and real estate market conditions, new information regarding existing
loans, identification of additional problem loans and other factors, both within
and outside of our management's control. These additions may require increased
provision expense which would negatively impact our results of
operations.





In order for the Bank to achieve and
maintain capital levels above those that the Bank is required to maintain under
the terms of the Order, we will have to raise additional capital.





The Bank is required under the terms of
the Order to maintain a Tier 1 capital ratio, Tier 1 risk based capital ratio
and Total risk based capital ratio equal to at least 8%, 10% and 11%,
respectively.  In order to achieve these capital levels, we will be
required to raise additional capital. Our ability to raise additional capital
depends to a significant extent on our financial performance and on forces
outside of our control.  Accordingly, we may not be able to raise the
capital necessary to ensure that the Bank achieves the capital maintenance
requirements of the Order.  If the Bank is unable to achieve these
capital requirements, it may face additional regulatory constraints and the
ability of the Bank to continue as a going concern may be materially
impaired.  If the Bank fails to comply with the terms of the capital
restoration plan that it has submitted to the FDIC, we will
be obligated to pay to the Bank the lesser of five percent of the Bank's
total assets at the time the Bank was undercapitalized, or the amount which is
necessary to bring the Bank into compliance with all capital standards
applicable to the Bank at the time it failed to comply. If we are unable to
comply with our obligations under the Commitment, our ability to continue to
operate as a going concern could be materially impaired.


16


Liquidity needs could adversely affect
our results of operations and financial condition.





We rely on dividends from the Bank,
which are limited as a result of the Bank's losses in 2008 and 2009 and by the
terms of the Order, as our primary source of funds, and the Bank relies on
customer deposits and loan repayments as its primary source of funds. While
scheduled loan repayments are a relatively stable source of funds, they are
subject to the ability of borrowers to repay the loans. The ability of borrowers
to repay loans can be adversely affected by a number of factors, including
changes in economic conditions, adverse trends or events affecting business
industry groups, reductions in real estate values or markets, business closings
or lay-offs, inclement weather, natural disasters and international instability.
Additionally, deposit levels may be affected by a number of factors, including
rates paid by competitors, restrictions on the rates that the Bank may pay
because it is not well-capitalized, general interest rate levels, returns
available to customers on alternative investments and general economic
conditions. Accordingly, the Corporation may be required from time to time to
rely on secondary sources of liquidity, which in some cases may be more costly,
to meet withdrawal demands or otherwise fund operations. Such sources include
Federal Home Loan Bank advances and federal funds lines of credit from
correspondent banks. The availability of these noncore funding sources are
subject to broad economic conditions and, as such, the pricing on these sources
may fluctuate significantly and/or be restricted at any point in time, thus
impacting the Corporation's net interest income, its immediate liquidity and/or
its access to additional liquidity. While the Corporation believes that these
sources are currently adequate, there can be no assurance they will be
sufficient to meet future liquidity demands.





Competition from financial institutions
and other financial service providers may adversely affect the Corporation's
profitability.





The banking business is highly
competitive, and the Corporation experiences competition in each of its markets
from many other financial institutions. The Corporation competes with commercial
banks, credit unions, savings and loan associations, mortgage banking firms,
consumer finance companies, securities brokerage firms, insurance companies,
money market funds, and other mutual funds, as well as other community banks and
super-regional and national financial institutions that operate offices in the
Corporations' primary market areas and elsewhere. Some of the Corporation's
competitors are well-established, larger financial institutions that have
greater resources and lending limits and a lower cost of funds than the
Corporation has.





Additionally, the Corporation faces
competition from de novo community banks, including those with senior management
who were previously affiliated with other local or regional banks or those
controlled by investor groups with strong local business and community ties.
These de novo community banks may offer higher deposit rates or lower cost loans
in an effort to attract the Corporation's customers and may attempt to hire the
Corporation's management and employees.





The Corporation competes with these
other financial institutions both in attracting deposits and in making loans. In
addition, the Corporation has to attract its customer base from other existing
financial institutions and from new residents. This competition has made it more
difficult for the Corporation to make new loans and at times has forced the
Corporation to offer higher deposit rates. Price competition for loans and
deposits might result in the Corporation earning less interest on its loans and
paying more interest on its deposits, which reduces the Corporation's net
interest income. The Corporation's profitability depends upon its continued
ability to successfully compete with an array of financial institutions in its
market areas.





Fluctuations in interest rates could
reduce our profitability.





Changes in interest rates may affect
our level of interest income, the primary component of our gross revenue, as
well as the level of our interest expense, our largest recurring expenditure.
Interest rate fluctuations are caused by many factors which, for the most part,
are not under our direct control. For example, national monetary policy plays a
significant role in the determination of interest rates. Additionally,
competitor pricing and the resulting negotiations that occur with our customers
also impact the rates we collect on loans and the rates we pay on
deposits.





As interest rates change, we expect
that we will periodically experience “gaps” in the interest rate sensitivities
of our assets and liabilities, meaning that either our interest-bearing
liabilities will be more sensitive to changes in market interest rates than our
interest-earning assets, or vice versa. In either event, if market interest
rates should move contrary to our position, this “gap” may work against us, and
our earnings may be negatively affected.





Changes in the level of interest rates
also may negatively affect our ability to originate real estate loans, the value
of our assets and our ability to realize gains from the sale of our assets, all
of which ultimately affect our earnings.


17


We are subject to various statutes and
regulations that may limit our ability to take certain actions.





We operate in a highly regulated
industry and are subject to examination, supervision, and comprehensive
regulation by various regulatory agencies. Our compliance with these regulations
is costly and restricts certain of our activities, including payment of
dividends, mergers and acquisitions, investments, loans and interest rates
charged, interest rates paid on deposits and locations of offices. We are also
subject to capitalization guidelines established by our regulators, including
those set out in the Order, which require us and the Bank to maintain specified
levels of capital. As economic conditions deteriorate, our regulators may review
our operations with more scrutiny and we may be subject to increased regulatory
oversight which could adversely affect our operations.





Significant changes in laws and
regulations applicable to the banking industry have been recently adopted and
others are being considered in Congress. We cannot predict the effects of these
changes on our business and profitability. Because government regulation greatly
affects the business and financial results of all commercial banks and bank
holding companies, our cost of compliance could adversely affect our ability to
operate profitably.





National or state legislation or
regulation may increase our expenses and reduce earnings.





Federal bank regulators are increasing
regulatory scrutiny, and additional restrictions on financial institutions have
been proposed by regulators and by Congress. Changes in tax law, federal
legislation, regulation or policies, such as bankruptcy laws, deposit insurance,
consumer protection laws, and capital requirements, among others, can result in
significant increases in our expenses and/or charge-offs, which may adversely
affect our earnings. Changes in state or federal tax laws or regulations can
have a similar impact. Many state and municipal governments, including the State
of Tennessee, are under financial stress due to the economy. As a result, these
governments could seek to increase their tax revenues through increased tax
levies which could have a meaningful impact on our results of operations.
Furthermore, financial institution regulatory agencies are expected to continue
to be very aggressive in responding to concerns and trends identified in
examinations, including the continued issuance of additional formal or informal
enforcement or supervisory actions. These actions, whether formal or informal,
could result in a bank agreeing to limitations or to take actions that limit its
operational flexibility, restrict its growth or increase its capital or
liquidity levels all of which the Bank has agreed to in the Order. Failure to
comply with any formal or informal regulatory restrictions, including the Order,
could lead to further regulatory enforcement actions against us or the Bank.
Negative developments in the financial services industry and the impact of
recently enacted or new legislation in response to those developments could
negatively impact our operations by restricting our business operations,
including our ability to originate or sell loans, and adversely impact our
financial performance. In addition, industry, legislative or regulatory
developments may cause us to materially change our existing strategic direction,
capital strategies, compensation or operating plans.





Legislative and regulatory initiatives
that were enacted in response to the financial crisis are beginning to wind
down.





The U.S. federal, state and foreign
governments have taken various actions in an attempt to deal with the worldwide
financial crisis that began in the second half of 2008 and the severe decline in
the global economy. Some of these programs are beginning to expire and the
impact of the wind down on the financial sector and on the economic recovery is
unknown. In the United States, EESA was enacted on October 3, 2008 and the
American Recovery and Reinvestment Act of 2009 was enacted on February 17, 2009.
The Transaction Account Guarantee portion of the FDIC's Temporary Liquidity
Guarantee Program, which guarantees noninterest bearing transaction accounts on
an unlimited basis is scheduled to continue until December 31,
2010.




Holders of the Corporation’s
outstanding preferred stock have rights that are senior to those of our common
shareholders.
 
 The shares of our preferred stock that
we have issued are senior to our shares of common stock and holders of the
outstanding shares of preferred stock have certain rights and preferences that
are senior to holders of our common stock. The outstanding shares of our
preferred stock rank senior to our common stock and all other equity securities
of ours designated as ranking junior to the preferred stock. So long as any
shares of the preferred stock remain outstanding, unless all accrued and unpaid
dividends for all prior dividend periods have been paid or are contemporaneously
declared and paid in full, no dividend whatsoever shall be paid or declared on
our common stock or other junior stock, other than a dividend payable solely in
common stock. We and the Bank also may not purchase, redeem or otherwise acquire
for consideration any shares of our common stock or other junior stock unless we
have paid in full all accrued dividends on the outstanding shares of our
preferred stock for all prior dividend periods, other than in certain
circumstances described more fully below. Furthermore, the outstanding shares of
our preferred stock are entitled to a liquidation preference over shares of our
common stock in the event of our liquidation, dissolution or winding
up.


The Corporation's common stock is
thinly traded, and recent prices may not reflect the prices at which the stock
would trade in an active trading market.





The Corporation's common stock is not
traded through an organized exchange, but rather is traded in
individually-arranged transactions between buyers and sellers. Therefore, recent
prices may not necessarily reflect the actual value of the Corporation's common
stock. A shareholder's ability to sell the shares of Corporation common stock in
a timely manner may be substantially limited by the lack of a trading market for
the common stock.


18


An investment in the Corporation's
common stock is not an insured deposit.





The Corporation's common stock is not a
bank deposit and, therefore, is not insured against loss by the FDIC, any other
deposit insurance fund or by any other public or private entity. Investment in
the Corporation's common stock is inherently risky for the reasons described in
this “Risk Factors” section and elsewhere in this report and is subject to the
same market forces that affect the price of common stock in any company. As a
result, if you acquire the Corporation's stock, you could lose some or all of
your investment.





ITEM 1B.
            UNRESOLVED STAFF
      COMMENTS




As a
smaller reporting company, the Corporation is not required to include this
information in this Report.




ITEM 2.
            PROPERTIES




The main
office of the Corporation is located at 3095 East Andrew Johnson Highway,
Greeneville, Greene County, Tennessee, which is also the main office of the
Bank.  This location is a 2.66 acre lot, on which there is a fully
operational modular bank unit.  A full service branch banking office
of the Bank is located at 506 Asheville Highway, Greeneville, Greene County,
Tennessee.  The Bank also operates a full service branch banking
office in Maryville, Blount County, Tennessee at 710 South Foothills Plaza
Drive.  This location is a 1.17 acre lot, on which there is a 3,272
square foot fully operational brick bank building with drive through facilities.
The Bank also leases property for its branch office located at 210 West Summer
Street, Greeneville, Greene County, Tennessee.  These locations are
centrally located and in high traffic/exposure areas.  Automatic
teller machines and overnight “deposit drops” are positioned to serve the Bank's
clients.  Additional branches may be established as market
opportunities surface.




ITEM 3.
            LEGAL
      PROCEEDINGS




To the
best of the Corporation's knowledge, there are no pending legal proceedings,
other than routine litigation incidental to the business, to which the
Corporation or the Bank is a party or of which any of the Corporation's or the
Bank's property is the subject.




ITEM 4.
            REMOVED AND
      RESERVED




PART
II




ITEM 5.
            MARKET FOR
      REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
      PURCHASES OF EQUITY
SECURITIES




The
common stock of the Corporation is not traded through an organized exchange nor
is there a known active trading market. The number of shareholders of record at
December 31, 2009 was 1,829.  The following table shows the quarterly
range of high and low sale prices for the Corporation's stock during the fiscal
years 2009 and 2008.  These sale prices represent known transactions
and do not necessarily represent all trading transactions for the
periods.




Year
                      
                      
                      
                      High
                      
                      
                      Low2008:
                      
                      First
      Quarter
                      
                      $
                      7.00
                      
                      
                      $
                      6.00Second
      Quarter
                      
                      $
                      6.25
                      
                      
                      $
                      4.00Third
      Quarter
                      
                      $
                      6.25
                      
                      
                      $
                      4.00Fourth
      Quarter
                      
                      $
                      6.00
                      
                      
                      $
                      4.902009:
                      
                      First
      Quarter
                      
                      $
                      5.00
                      
                      
                      $
                      3.89Second
      Quarter
                      
                      $
                      3.50
                      
                      
                      $
                      3.50Third
      Quarter
                      
                      $
                      2.75
                      
                      
                      $
                      2.75Fourth
      Quarter
                      
                      $
                      2.75
                      
                      
                      $
                      2.75


19


Dividends




The
payment of cash dividends is subject to the discretion of the Corporation's
Board of Directors and the Bank's ability to pay dividends.  The
Bank's ability to pay dividends is restricted by applicable regulatory
requirements.  The Corporation cannot assure its shareholders that it
will declare or pay dividends on shares of its common stock in the future, the
Corporation has never paid dividends in the past and the Corporation does not
foresee paying dividends in the future. Tennessee law provides that without the
approval of the Commissioner of the TDFI dividends may be paid by the Bank in an
amount equal to net income in the calendar year the dividend is declared plus
retained earnings for the prior two years. This means that because of the losses
the Bank incurred in 2009 and 2008, the Bank cannot pay to the Corporation
dividends in 2010 without the prior approval of the Commissioner of the
TDFI.




Purchases
of Equity Securities by the Registrant and Affiliated Purchasers




The
Corporation made no repurchases of its equity securities, and no Affiliated
Purchasers (as defined in Rule 10b - 18(a)(3) under the Securities Exchange Act
of 1934) purchased any shares of the Corporation's equity securities during the
fourth quarter of the fiscal year ended December 31, 2009.




ITEM 6.
            SELECTED FINANCIAL
      DATA




As a smaller reporting company, the
Corporation is not required to include this information in this
Report.





ITEM 7.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




The following is a discussion of our
financial condition and results of operations for the years ended December 31,
2009 and 2008.  The discussion and analysis should be read in
conjunction with our consolidated financial statements and related notes in
order to obtain a better understanding of the information contained in the
financial statements.  The discussions contained herein are for the
consolidated entity American Patriot Financial Group, Inc. (the “Corporation”)
and its wholly-owned subsidiary American Patriot Bank (the “Bank”) collectively
referred to herein as the “Company”.




Overview




During 2009 and 2008, the entire
financial industry experienced significant instability and anxiety as economic
conditions deteriorated.  Dramatic declines in the housing market
during the past two years as well as increasing foreclosures and unemployment
have been widespread.  The Company did not participate in the subprime
residential mortgage loans to retail customers, and did not invest in mortgaged
backed securities or the preferred stock of Freddie Mac and Fannie
Mae.  Nonetheless, the effects of a slowing economy, steep declines in
housing starts and real estate development and related sale activities adversely
affected the Company’s portfolio of loans to builders and developers of
residential real estate. The Company’s loans to commercial customers in the
related building trades and allied industries have also been adversely
impacted.  As a result, the Company’s net loss has increased in 2009
when compared to 2008, primarily due to the increased provisions for loan
losses.




Impact
of Inflation




The consolidated financial statements
and related financial data presented herein have been prepared in accordance
with accounting principles generally accepted in the United States and practices
within the banking industry which require the measurement of financial position
and operating results in terms of historical dollars without considering the
changes in the relative purchasing power of money over time due to
inflation.  Unlike most industrial companies, virtually all the assets
and liabilities of a financial institution are monetary in nature.  As
a result, interest rates have a more significant impact on a financial
institution’s performance than the effects of general levels of
inflation.


20


Critical
Accounting Estimates




The
Company follows generally accepted accounting principles that are recognized in
the United States, along with general practices within the banking
industry.  In connection with the application of those principles and
practices, we have made judgments and estimates which, in the case of our
allowance for loan and lease losses (ALLL), are material to the determination of
our financial position and results of operation.  Other estimates
relate to the valuation of assets acquired in connection with foreclosures or in
satisfaction of loans, and realization of deferred tax assets.




Recent
Accounting Pronouncements





In April
2009, the FASB issued FSP No. FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability have Significantly
Decreased and Identifying Transactions that Are Not Orderly (“FSP 157-4”)
(ASC Topic 820, Fair Value
Measurements and Disclosures).  FSP 157-4 indicates that if an
entity determines that either the volume and/or level of activity for an asset
or liability has significantly decreased (from normal conditions for that asset
or liability) or price quotations or observable inputs are not associated with
orderly transactions, increased analysis and management judgment will be
required to estimate fair value. FSP 157-4 is effective for interim and annual
periods ending after June 15, 2009, with early adoption permitted. FSP 157-4
must be applied prospectively. The provisions of FSP 157-4 became effective for
the Company's interim period ending on June 30, 2009, and its adoption did
not have a significant impact on the consolidated financial
statements.





In April
2009, the FASB issued FSP No. 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments (“FSP 107-1 and APB 28-1”) (ASC Topic 825, Financial Instruments, and
ASC Topic 270, Interim
Reporting).  FSP 107-1 and APB 28-1 amends ASC Topic 825 to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements.  This FSP also amends ASC Topic 270, Interim Reporting, to require
those disclosures in summarized financial information at interim reporting
periods.  The provisions of FSP 107-1 and APB 28-1 became effective
for the Company's interim period ending on June 30, 2009 and resulted in the
applicable fair value disclosures being included in the June 30, 2009 and
September 30, 2009 periods.





In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition andPresentationof
Other-Than-Temporary Impairments (“FSP 115-2 and 124-2”) (ASC Topic 320,
Investments - Debt and Equity
Securities).  FSP 115-2 and 124-2 clarifies the
interaction of the factors that should be considered when determining whether a
debt security is other-than-temporarily impaired. For debt securities,
management must assess whether (a) it has the intent to sell the security
and (b) it is more likely than not that it will be required to sell the
security prior to its anticipated recovery.  These steps are done
before assessing whether the entity will recover the cost basis of the
investment. This change does not affect the need to forecast recovery of the
value of the security through either cash flows or market price. In instances
when a determination is made that an other-than-temporary impairment exists but
the investor does not intend to sell the debt security and it is not more likely
than not that it will be required to sell the debt security prior to its
anticipated recovery, FSP 115-2 and 124-2 changes the presentation and
amount of the other-than-temporary impairment recognized in the income
statement. The other-than-temporary impairment is separated into (a) the
amount of the total other-than-temporary impairment related to a decrease in
cash flows expected to be collected from the debt security (the credit loss) and
(b) the amount of the total other-than-temporary impairment related to all
other factors.  The amount of the total other-than-temporary
impairment related to all other factors is recognized in other comprehensive
income.  FSP 115-2 and 124-2 also requires substantial additional
disclosures.  The provisions of FSP 115-2 and 124-2 became effective
for the Company's interim period ending on June 30, 2009, and there was no
impact from the adoption on the Company's financial position, results of
operations or cash flows.


21


On May
28, 2009, the FASB issued SFAS No. 165, Subsequent Events(ASC Topic
855, Subsequent
Events).  Under SFAS 165, companies are required to
evaluate events and transactions that occur after the balance sheet date but
before the date the financial statements are issued, or available to be issued
in the case of non-public entities.  SFAS 165 requires entities
to recognize in the financial statements the effect of all events or
transactions that provide additional evidence of conditions that existed at the
balance sheet date, including the estimates inherent in the financial
preparation process.  Entities shall not recognize the impact of
events or transactions that provide evidence about conditions that did not exist
at the balance sheet date but arose after that date.  SFAS 165
was effective for interim and annual reporting periods ending after
June 15, 2009.  The Company adopted the provisions of
SFAS 165 for the quarter ended June 30, 2009, as required, and
adoption did not have a material impact on the financial
statements.





In August 2009, the FASB issued
Accounting Standards Update No. 2009-05 (“ASU 2009-05”), Fair Value Measurements and
Disclosures (ASC Topic 820, Measuring Liabilities at Fair
Value).  ASU 2009-05 amends subtopic 820-10, Fair Value Measurements and
Disclosures –
Overall, and provides clarification for the fair value measurement of
liabilities.  ASU 2009-05 was effective October 1, 2009 and did not
have a material impact on the Company’s consolidated financial
statements.





The
Company has determined that all other recently issued accounting pronouncements
will not have a material impact on its consolidated financial statements or do
not apply to its operations.





Results
of Operations




The
Company had a net loss of $4,022,669 for the year ended December 31, 2009 (or a
negative $1.68 per share loss) compared to a net loss of $558,728 (or a negative
$.24 per share loss) for the year ended December 31, 2008.




Net Interest
Income/Margin




Net
interest income represents the amount by which interest earned on various assets
exceeds interest paid on deposits and other interest-bearing liabilities and is
the most significant component of the Company's earnings.  Interest
income for 2009 was $6,228,366 compared to $7,324,977 in 2008.  Total
interest expense was $2,972,650 in 2009 compared to $3,434,935 in
2008.  Average earning assets increased approximately $8 million
(7.90%) to approximately $112 million for the year 2009 as compared to $104
million for the year 2008.  Average interest-bearing liabilities
increased approximately $14 million (14.08%) in 2009 to $110 million as compared
to $96 million in 2008.  Net interest margin was 2.89% in 2009
compared to 3.72% in 2008, or an 83 basis point decrease.  The net
change in the net interest margin was significant because the net decrease in
the yield on interest-earning assets was approximately 148 basis points compared
to the decrease in the rate paid on interest-bearing liabilities of only 86
basis points, which is attributable to the Bank being asset sensitive with
assets repricing faster than liabilities. The compression in net interest margin
for 2009 when compared to 2008 was also caused by the increased provision
expense and higher balance of nonaccrual loans experienced in 2009 when compared
to 2008, resulting from the downturn in the economy. Competitive pricing
pressures in the Company’s markets have also limited the Company’s ability to
reduce rates paid on deposits as quickly and significantly as yields earned on
the Company’s loan portfolio. Net interest margin in 2009 was also negatively
impacted by the Company’s decision to invest excess liquidity in lower-earning
securities than in loans.




Provision for Loan
Losses





The provision for loan losses
represents a charge to operations necessary to establish an estimated allowance
for loan losses, which in management's evaluation, is adequate to provide
coverage for estimated losses on outstanding loans.   The
estimated allowance for loan losses is evaluated on a regular basis by
management and is based upon the Bank’s historical loss experience adjusted for
certain other factors based on management’s judgment.


22


The year 2009 represents the Bank’s
eighth full year of operations.  During 2009, the Bank recognized a
provision for loan losses of $3,146,855 as compared to $1,297,538 for 2008.
Increases in nonperforming loans and net-charge offs and an overall increase in
the Company’s allowance for loan losses in relation to loan balances during 2009
were the primary reasons for the increase in the provision expense in 2009 when
compared to 2008. These increases were caused primarily by continued
deterioration in the Company’s construction and development loan portfolio,
particularly loans to residential builders and developers for projects in the
Company’s Blount County market as well as increased unemployment in the Bank’s
primary market areas of Greene and Blount Counties, Tennessee.  The
Company’s construction and development loan portfolio has experienced weakness
due to continued decreased real estate sales in the Company’s markets,
particularly the Blount County market, which has led to falling appraisal values
of the collateral which secures the Company’s construction and development loan
portfolio.  The Company’s collateral, for substantially all
construction and development loans, is its primary source of repayment and as
the value of the collateral deteriorates, ultimate repayment by the borrower
becomes increasingly unlikely.  As a result, the Company has increased
its allowance for loan losses which has led to increased provision expense in
2009 compared to 2008.  Management’s determination of the appropriate
level of the provision for loan losses and the adequacy of the allowance for
loan losses is based, in part, on an evaluation of specific loans, as well as
the consideration of historical loss, which management believes is
representative of probable loan losses.  Other factors considered by
management include the composition of the loan portfolio, economic conditions,
results of regulatory examinations, and the creditworthiness of the Bank’s
borrowers and other qualitative factors.





The Bank incurred an increase in net
charge-offs during 2009 as compared with 2008. Net charge-offs were $2,437,844
and $17,973 for 2009 and 2008, respectively.  This impacted the Bank’s
historical loss ratio and consequently the allowance for loan losses
calculation.  Gross loans decreased from $105,701,210 at December 31,
2008 to $95,644,997 or 9.5% at December 31, 2009. Loans classified as impaired
increased substantially during 2009. Impaired loans at December 31, 2009 were
$14,918,968 as compared to $7,154,200 at December 31,
2008.  Management has evaluated its impaired loans and provided
valuation allowances as considered necessary which further contributed to the
2009 provision for loan losses.





Management
      believes that the allowance for loan losses is adequate at
      December 31, 2009. However, there can be no assurance that additional
      provisions for loan losses will not be required in the future, including
      as a result of possible changes in the economic assumptions underlying
      management’s estimates and judgments, adverse developments in the economy,
      and the residential real estate market in particular, or changes in the
      circumstances of particular borrowers.  In 2010, management intends
      to pursue more aggressive strategies for problem loan resolution, and is
      committed to bolster loan loss reserves to levels sufficient to absorb
      losses recognized in the pursuit of this
  strategy.





Provisions for 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 differences between
the basis of the estimated allowance for loan losses and accumulated
depreciation.  Deferred income tax assets and liabilities are
determined using the liability (or balance sheet) method.  Under this
method, the net deferred tax asset or liability is determined based on the tax
effects of the temporary differences between the book and tax bases of the
various balance sheet assets and liabilities and gives current recognition to
changes in tax rates and laws.  For further information regarding the
provisions for income taxes see Note 9 to the Consolidated Financial
Statements.





Noninterest
Income




The
Company's noninterest income consists of service charges on deposit accounts and
other fees and commissions.  Total noninterest income for 2009 was
$590,494 compared to $673,938 in 2008.  Service charge income
decreased during 2009 by $93,614 or 18.2% when compared to 2008.  The
primary cause of the decline in service charges between 2008 and 2009 was
related to declines in NSF and overdraft fees. These fees are primarily activity
driven and relate to transaction based checking accounts.  The Bank
noted a significant decline in checking account balances when comparing 2009 to
2008, and a corresponding decrease in NSF and overdraft transactions during
2009, as compared to 2008. Most of the other noninterest income decrease is due
to a decrease in investment sale commissions of $9,734 during 2008 to $0 in
2009, as the bank discontinued this department during 2008.  An
increase of $9,557 or 57.4% in fees from origination of mortgage loans sold from
$16,657 in 2008 to $26,214 in 2009 helped offset some of the overall decrease in
2009. This increase was due to the extremely favorable interest rate environment
in 2009 which encouraged originations of mortgage loans which were subsequently
sold in the secondary market. Although fees from the origination of mortgage
loans increased year over year, these fees declined in the second half of 2009
as compared to the first six months of 2009, reflecting a decline in mortgage
refinancing activity in the second half of 2009 and the lower level of home
sales in the second half of 2009.  Management projects that other fees
and service charges will increase in 2010 due to a more aggressive collection
policy for other fees and service charges.  Noninterest income for
2009 was positively impacted when compared to 2008 by increased earnings on the
cash surrender value of bank owned life insurance (BOLI) purchased in
2007.  The cash surrender value increase for 2009 was $111,273, an
increase of $3,921 over the earnings in 2008 of $107,352.




23


Noninterest
Expense




Noninterest
expense consists of salaries and employee benefits, equipment and occupancy
expenses, and other operating expenses.  The following shows the
comparison of our noninterest expense for the years ended December 31, 2009 and
2008:




Years ended
                                      
                                      
                                      2009-2008December 31,
                                      
                                      
                                      PercentIncrease2009
                                      
                                      
                                      2008
                                      
                                      
                                      (Decrease)Noninterest
      expense:Salaries
      and employee benefits
                                      
                                      $
                                      1,753,469
                                      
                                      
                                      $
                                      2,038,169
                                      
                                      
                                      
                                      (13.97
                                      )%Occupancy
                                      
                                      
                                      587,800
                                      
                                      
                                      
                                      609,948
                                      
                                      
                                      
                                      (3.63
                                      )%Advertising
                                      
                                      
                                      43,447
                                      
                                      
                                      
                                      130,532
                                      
                                      
                                      
                                      (66.72
                                      )%Data
      processing
                                      
                                      
                                      322,787
                                      
                                      
                                      
                                      329,062
                                      
                                      
                                      
                                      (1.91
                                      )%Legal
      and professional
                                      
                                      
                                      593,679
                                      
                                      
                                      
                                      373,261
                                      
                                      
                                      
                                      59.05
                                      %Other
      operating
                                      
                                      
                                      1,216,518
                                      
                                      
                                      
                                      718,929
                                      
                                      
                                      
                                      69.21
                                      %Total
      noninterest expense
                                      
                                      $
                                      4,517,700
                                      
                                      
                                      $
                                      4,199,901
                                      
                                      
                                      
                                      7.57
                                      %




Salaries
and benefits decreased $284,700 in 2009, when compared to 2008.  The
decrease in salaries and benefits is due to reductions in senior level
management positions prior to the Company’s hiring of a new chief executive
officer of the Bank on August 26, 2009. Legal and professional fees increased
$220,418 in 2009, as compared to 2008.  Management continues to incur
additional expenses to meet the demands of regulatory requirements, especially
relating to compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and
the requirements of the Order, in addition to strategic plan development. The
Company has also incurred significant noninterest expense increases in other
operating expenses primarily as a result of increased collection and workout
expenses, ATM expenses, and FDIC insurance and state banking
assessments.  As a result of the requirement to increase the FDIC’s
DIF to statutory levels over a prescribed period of time and increased pressure
on the fund’s reserves due to the increasing number of bank failures, FDIC
insurance costs for 2009 were $370,434 higher than in 2008. The Company expects
that its 2010 assessments will be higher than 2009 amounts. The 2009 costs
included a special assessment from the FDIC of approximately $62,037 that was
accrued by the Bank in the second quarter of 2009 to provide additional reserves
for the FDIC’s DIF.  On November 12, 2009, the FDIC adopted a final
rule that, in lieu of a further special assessment in 2009, will require all
insured depository institutions, with limited exceptions, to prepay their
estimated quarterly risk-based assessments for the fourth quarter of 2009 and
for all of 2010, 2011 and 2012. The FDIC also proposed to adopt a uniform three
basis point increase in assessment rates effective on January 1, 2011. The Bank
was excepted from the prepayment requirement but will be impacted by the uniform
increase in assessment rates.




Also
negatively impacting noninterest expenses in 2009 were increased foreclosed real
estate expenses.  Foreclosed real estate expense was $142,869 for 2009
compared to $12,799 for 2008. The increase in foreclosed real estate expense is
related to the continued deterioration of local real estate values in the
Company’s market, particularly with respect to foreclosed properties acquired
from builders and residential land developers. Foreclosed real estate expense is
composed of three types of charges: maintenance costs, valuation adjustments
based on new appraisal values and gains or losses on disposition. At December
31, 2009, the Company had $3.4 million in foreclosed assets compared to $394,579
at December 31, 2008. The Company anticipates increased foreclosed real estate
charges as it anticipates increased balances of foreclosed assets for
2010.


24


Financial
Condition




Total
assets at December 31, 2009, were $118,214,238, a decrease of $1,378,588 or 1.2%
from 2008 year end assets of $119,592,826.  Deposits increased to
$106,509,580 at December 31, 2009, an increase of $2,770,403 or 2.7% from
$103,739,177 at December 31, 2008.  Gross loans decreased by
$10,056,213, or 9.5%, to $95,644,997 at year end 2009, from $105,701,210 at
year-end 2008.  Federal Home Loan Bank (“FHLB”) Stock increased $5,300
or 1.8% to $296,500 at December 31, 2009 as compared to $291,200 at year-end
2008.  We also added a securities portfolio totaling $2,984,945 at
December 31, 2009, carried at fair value.  Most of the decrease in
total assets from 2008 to 2009 is accounted for by the decrease in the loan
portfolio.




The
Company places an emphasis on an integrated approach to its balance sheet
management.  Significant balance sheet components of loans, sources of
funds, and restricted equity investments are managed in an integrated manner
with the management of interest rate risk, liquidity, and
capital.  These components are discussed below.




Loans




Gross loans outstanding totaled
$95,644,997 at December 31, 2009 compared to $105,701,210 at December 31, 2008.
The decrease experienced in 2009 was primarily in the commercial real estate and
commercial segments of the portfolio which now encompass approximately 74% of
the entire portfolio.  Consumer and owner occupied residential loans
decreased approximately 1.5% as a percentage of the entire portfolio. Aggregate
commercial (non-real estate) loans declined approximately 25.7% as a percentage
of the entire portfolio, with commercial real estate also decreasing by
6.6%.  These decreases are reflective of the current economic market
in our primary lending areas.  Further, as our capital declined during
2009, so did our legal lending limits.  As commercial and commercial
real estate tend to be larger loans, our ability to make and hold these types of
loans decreased in 2009, which contributed to the decline seen.





In the event that a loan is 90 days or
more past due the accrual of income is generally discontinued when the full
collection of principal or interest is in doubt unless the obligations are both
well secured and in the process of collection.  At December 31, 2009,
loans 90 days or more past due and still accruing interest were $3,707,470.
Total loans 90 days or more past due and in non-accrual status equaled
$7,790,863.  The increase in nonaccrual loans and non-performing asset
balances that the Company experienced in 2009 is primarily related to a weakened
real estate market in the Company’s market areas, particularly its Blount County
market.  Within this segment of the loan portfolio, the Company makes
loans to home builders and developers and sub-dividers of land.  These
borrowers have experienced stress due to a combination of declining residential
real estate demand and resulting price and collateral value
declines.  Further, housing starts in the Company’s market areas
continue to slow.





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





December 31,
                    2009
                  
                  
                  December 31,
                    2008Impaired
      loans with a specific valuation allowance
                  
                  $
                  6,622,969
                  
                  
                  $
                  6,414,683Total
      specifically evaluated impaired loans
                  
                  $
                  11,947,868
                  
                  
                  $
                  6,414,683Specific
      valuation allowance related to impaired loans
                  
                  $
                  2,049,912
                  
                  
                  $
                  1,512,511





In
addition to the specifically evaluated impaired loans above, the Bank
collectively evaluates large groups of smaller balance homogeneous loans for
impairment.  Loans collectively evaluated for impairment, with a
classification of special mention, substandard and doubtful, as of December 31,
2009 and December 31, 2008 were $2,971,100 and $739,517,
respectively.  The Bank has reserved $101,994 and $29,150 related to
these loans as of December 31, 2009 and December 31, 2008,
respectively.


25





The
increase in impaired loans in 2009 was primarily related to the weakened
residential and commercial real estate market in the Company’s market areas as
well as the impact of rising unemployment levels in those
areas.  Within the residential and commercial real estate segment of
the portfolio, the Company makes loans to, among other borrowers, home builders
and developers of land.  These borrowers have experienced stress
during the current economic climate due to a combination of declining demand for
residential real estate and the resulting price and collateral value
declines.  In addition, housing starts in the Company’s market areas
continue to slow.  An extended recessionary period will likely cause
the Company’s real estate construction and land development loans to continue to
underperform and such underperformance, along with increased stress on
individual borrowers, particularly those impacted by the rising unemployment
rates in the Greene and Blount County markets, may result in increased levels of
impaired loans which may negatively impact the Company’s results of
operations.





As of December 31, 2009, the Company
has identified loans aggregating $14.9 million as being impaired, of which $7.8
million are non-performing as it relates to the payment of
interest.  The aforementioned total is approximately $7.2 million more
than reported at December 31, 2008.  The increase is primarily related
to identified problem assets centered in the Blount County Market.





Nonperforming
Assets





At December 31, 2009 the Company had
$11.2 million in nonperforming assets compared to $1.0 million at December 31,
2008. Included in nonperforming assets were $7.8 million in nonperforming loans
and $3.4 million in other real estate owned at December 31, 2009 and $0.6
million and $0.4 million, respectively at December 31, 2008. The increase in
non-performing asset balances that the Company experienced in 2009 is primarily
related to a weakened residential real estate market in its primary markets.
Home builders and developers and sub-dividers of land have continued to
experience stress due to a combination of declining residential demand for new
housing and resulting price and collateral value declines in the Company’s
market areas. The Company believes that its nonperforming asset levels will
remain elevated in 2010 as it works diligently to remediate these
assets.





Restricted Equity
Investments




FHLB
stock at December 31, 2009 was carried at cost of $296,500.  This
represents an increase of $5,300 or 1.8% from 2008.  As a member of
the FHLB, the Company is required to maintain stock in an amount equal to 0.15%
of total assets and 4% of outstanding FHLB advances.  FHLB stock is
maintained by the Company at par value of $100 per share.




Securities Available for
Sale





Securities have been classified in the
balance sheet according to management’s intent as securities available for
sale.  The amortized cost and approximate fair value of securities at
December 31, 2009 are as follows:





2009Amortized
                  Cost
                
                
                Gross
                  Unrealized
                  Gains
                
                
                Gross
                  Unrealized
                  Losses
                
                
                Fair
                  ValueDebt
      securities available for sale:U.S.
      Government-sponsored Enterprises (GSEs)
                
                $
                3,000,000
                
                
                $
                2,490
                
                
                $
                (17,545
                )
                
                $
                2,984,945





There was no security portfolio at
December 31, 2008.  We added a security portfolio during 2009 to help
improve our net interest income as rates earned on federal funds sold and other
interest bearing deposits was extremely low in the current interest rate
environment. We also utilized our investment portfolio to secure federal funds
lines of credit as part of our liquidity plan.




At December 31, 2009, securities with a
carrying value of approximately $2,985,000 were pledged to secure a federal
funds line of credit with Compass Bank.


26


Deposits and Other
Funding




Total
deposits, which are the principal source of funds for the Company, were
$106,509,580 at December 31, 2009 compared to $103,739,177 at December 31,
2008.  The increase of $2,770,403 from year end 2008 to year end 2009
represents an increase of 2.7%.  The Company has targeted local
consumers, professional and commercial businesses as its central clientele;
therefore, deposit instruments in the form of demand deposits, savings accounts,
money market demand accounts, NOW accounts, certificates of deposit and
individual retirement accounts are offered to customers.   The
Company has established a line of credit with the FHLB secured by 1-4 family
residential mortgage loans.  At December 31, 2009 and 2008 the Company
had outstanding advances of $5,310,497 and $5,506,805 at the FHLB, respectively.
At December 31, 2009, the Company also had $1,000,000 in short-term borrowings
from Jefferson Federal Bank and $28,000 in unsecured promissory notes with four
directors which are due on demand and which borrowing is secured by 100% of the
stock of the Bank. See Notes 2 and 8 of our audited consolidated financial
statements for further information. The parties have agreed to a modification of
the loan that extends maturity on the loan to June 29, 2010. Generally, banks
classify their funding base as either core funding or non-core funding. Core
funding consists of all deposits, other than public funds and brokered deposits,
issued in denominations of $100,000 or less while all other funding is deemed to
be non-core.  Because the Bank is “undercapitalized” under the prompt
corrective action provisions of the FDICIA and subject to minimum capital
requirements in the Order, it may not accept, renew or rollover brokered
deposits.  It is also prohibited from paying interest on deposits at
rates higher than certain nationally prescribed rates.  These
limitations could place pressure on the Bank’s liquidity as it may be unable to
retain deposits as they mature.




The
following table represents the balances of our deposits and other fundings and
the percentage of each type to the total at December 31, 2009 and December 31,
2008:




December
      31,
                        
                        
                        
                        
                        
                        December
      31,2009
                        
                        
                        Percent
                        
                        
                        2008
                        
                        
                        PercentCore
      funding:Noninterest-bearing
      deposit accounts
                        
                        $
                        6,669,598
                        
                        
                        
                        5.91
                        %
                        
                        $
                        7,937,765
                        
                        
                        
                        7.2
                        %Interest-bearing
      demand accounts
                        
                        
                        3,957,880
                        
                        
                        
                        3.51
                        %
                        
                        
                        3,478,214
                        
                        
                        
                        3.2
                        %Savings
      and money market accounts
                        
                        
                        21,355,440
                        
                        
                        
                        18.92
                        %
                        
                        
                        21,767,615
                        
                        
                        
                        19.7
                        %Time
      deposits accounts less than $100,000
                        
                        
                        56,993,820
                        
                        
                        
                        50.51
                        %
                        
                        
                        54,704,395
                        
                        
                        
                        49.6
                        %Total
      core funding
                        
                        $
                        88,976,738
                        
                        
                        
                        78.85
                        %
                        
                        $
                        87,887,989
                        
                        
                        
                        79.7
                        %Non-core
      funding:Time
      deposit accounts greater than $100,000
                        
                        $
                        17,333,950
                        
                        
                        
                        15.36
                        %
                        
                        $
                        15,556,207
                        
                        
                        
                        14.1
                        %Public
      funds
                        
                        
                        198,892
                        
                        
                        
                        0.17
                        %
                        
                        
                        294,981
                        
                        
                        
                        0.3
                        %Federal
      Home Loan Bank advances and short-term borrowings
                        
                        
                        6,338,497
                        
                        
                        
                        5.62
                        %
                        
                        
                        6,506,805
                        
                        
                        
                        5.9
                        %Total
      non-core funding
                        
                        
                        23,871,339
                        
                        
                        
                        21.15
                        %
                        
                        
                        22,357,993
                        
                        
                        
                        20.3
                        %Totals
                        
                        $
                        112,848,077
                        
                        
                        
                        100.00
                        %
                        
                        $
                        110,245,982
                        
                        
                        
                        100.0
                        %


27


Liquidity




At
December 31, 2009, the Company had liquid assets of approximately $13.5 million
in the form of cash, federal funds sold, securities available for sale, and FHLB
Stock available for sale compared to approximately $6.7 million on December 31,
2008. Additional liquidity should be provided by anticipated growth in deposit
accounts and loan repayments, however, the restrictions on the Bank’s ability to
accept, rollover or renew brokered deposits and on the rates that the Bank may
pay on other deposits may negatively impact the Bank’s ability to grow or retain
its deposits.  The Company also has the ability to purchase federal
funds and is a member of the Federal Home Loan Bank of Cincinnati that will
provide an additional credit line if necessary. The Company has been approved to
borrow funds at the Federal Discount Window.




Capital




Stockholders'
equity at December 31, 2009 was $4,316,290, a decrease of $4,031,959 from
$8,348,249 at December 31, 2008.  This decrease was due to a net loss
of $4,022,669 for 2009 and the unrealized holding loss for securities available
for sale of $9,290 maintained in accumulated other comprehensive
income.  The FDIC advised the Bank during the 2009 third quarter, that
it believed that the Bank should restate its June 30, 2009 Consolidated Report
of Condition and Income (the “Call Report”) to reduce the Bank’s regulatory
capital by $1,566,001 to comply with regulatory required limits on deferred tax
assets in computing of the Bank’s regulatory capital requirements at June 30,
2009.  On October 13, 2009, the Bank submitted a revised Call Report
to the FDIC reflecting a reduction in the Bank’s capital levels at June 30, 2009
as a result of the FDIC’s request.  This restatement had a significant
negative effect on the Bank’s capital at December 31, 2009.




On June
3, 2009, the Bank consented to the issuance of the Order. The more significant
terms of the Order are discussed in Note 2 to the consolidated audited financial
statements.




Pursuant to the terms of the Order, as
more fully described below, the Bank is required to develop and implement a
capital plan that increases the Bank’s Tier 1 capital ratio, Tier 1 risk-based
capital ratio and Total risk-based capital ratio to 8%, 10% and 11%,
respectively.  The capital plan has been submitted to the FDIC and the
TDFI for approval, and following receipt of any comments to the plan from the
FDIC or the TDFI, the Company must immediately initiate measures to effect
compliance with the capital plan within 30 days after the FDIC and the TDFI
respond to the capital plan.  The Bank and the Company are currently
evaluating their respective capital options and the Company believes that it
will need to issue additional shares of common or preferred stock to achieve
compliance with the minimum capital ratios set forth in the Order.





As a result of the Bank’s total
risk-based capital ratio falling below 8%, the Bank is considered
“undercapitalized” and it is subject to the provisions of Section 38 of the
Federal Deposit Insurance Act, which among other things: (i) restricts payment
of capital distributions and management fees; (ii) requires that the FDIC
monitor the condition of the Bank; (iii) requires submission of a capital
restoration plan within 45 days; (iv) restricts the growth of the Bank’s assets;
and (v) requires prior approval of certain expansion proposals, many of which
restrictions or obligations, including the requirement to submit a capital
restoration plan, the Bank was already subject to as a result of the Order.
The
Bank has submitted its capital restoration plan to the FDIC for approval, but
the plan has not yet been approved by the FDIC.





In order to secure the approval of the
FDIC of the Bank’s capital plan, the Company executed on March 5, 2010, a
Capital Maintenance Commitment and Guaranty (the “Commitment”) with the FDIC,
which remains subject to the FDIC’s approval and execution.  Pursuant
to the Commitment, the Company will be required to provide the FDIC assurance in
the form of a financial commitment and guaranty that the Bank will comply with
the Bank’s capital restoration plan until the Bank has been adequately
capitalized on average during each of four consecutive quarters and, in the
event the Bank fails to so comply, to pay to the Bank the lesser of five percent
of the Bank's total assets at the time the Bank was undercapitalized, or the
amount which is necessary to bring the Bank into compliance with all capital
standards applicable to the Bank at the time it failed to
comply.


28


The
Bank’s actual capital amounts and required ratios under the Order are as
follows:





Actual
                                    
                                    
                                    
                                    Minimum Amount
                                      Necessary For Capital
                                      Adequacy Purposes
                                    
                                    
                                    
                                    Minimum Amount
                                      Necessary To Be
                                      Well
                                      Capitalized Under
                                      Prompt Corrective
                                      Action Provisions
                                    
                                    
                                    
                                    To Comply With
                                      Minimum Capital
                                      Requirements
                                      Per OrderAmount
                                    
                                    
                                    Ratio
                                    
                                    
                                    
                                    Amount
                                    
                                    
                                    Ratio
                                    
                                    
                                    
                                    Amount
                                    
                                    
                                    Ratio
                                    
                                    
                                    
                                    Amount
                                    
                                    
                                    RatioAs
      of December 31, 2009 (in Thousands)Tier
      1 Capital (To Average Assets)
                                    
                                    $
                                    5,167
                                    
                                    
                                    
                                    4.29
                                    %
                                    >
                                    
                                    $
                                    4,817
                                    
                                    
                                    
                                    4
                                    %
                                    >
                                    
                                    $
                                    6,021
                                    
                                    
                                    
                                    5
                                    %
                                    >
                                    
                                    $
                                    9,634
                                    
                                    
                                    
                                    8
                                    %Tier
      1 Capital (To Risk Weighted Assets)
                                    
                                    $
                                    5,167
                                    
                                    
                                    
                                    5.94
                                    %
                                    >
                                    
                                    $
                                    3,480
                                    
                                    
                                    
                                    4
                                    %
                                    >
                                    
                                    $
                                    5,220
                                    
                                    
                                    
                                    6
                                    %
                                    >
                                    
                                    $
                                    8,701
                                    
                                    
                                    
                                    10
                                    %Total
      Capital (To Risk Weighted Assets)
                                    
                                    $
                                    6,279
                                    
                                    
                                    
                                    7.22
                                    %
                                    >
                                    
                                    $
                                    6,961
                                    
                                    
                                    
                                    8
                                    %
                                    >
                                    
                                    $
                                    8,701
                                    
                                    
                                    
                                    10
                                    %
                                    >
                                    
                                    $
                                    9,571
                                    
                                    
                                    
                                    11
                                    %As
      of December 31, 2008 (in Thousands)Tier
      1 Capital (To Average Assets)
                                    
                                    $
                                    9,305
                                    
                                    
                                    
                                    7.85
                                    %
                                    >
                                    
                                    $
                                    4,743
                                    
                                    
                                    
                                    4
                                    %
                                    >
                                    
                                    $
                                    5,928
                                    
                                    
                                    
                                    5
                                    %
                                    
                                    
                                    
                                    N/A
                                    
                                    
                                    
                                    N/ATier
      1 Capital (To Risk Weighted Assets)
                                    
                                    $
                                    9,305
                                    
                                    
                                    
                                    9.15
                                    %
                                    >
                                    
                                    $
                                    4,069
                                    
                                    
                                    
                                    4
                                    %
                                    >
                                    
                                    $
                                    6,119
                                    
                                    
                                    
                                    6
                                    %
                                    
                                    
                                    
                                    N/A
                                    
                                    
                                    
                                    N/ATotal
      Capital (To Risk Weighted Assets)
                                    
                                    $
                                    10,396
                                    
                                    
                                    
                                    10.22
                                    %
                                    >
                                    
                                    $
                                    8,138
                                    
                                    
                                    
                                    8
                                    %
                                    >
                                    
                                    $
                                    10,198
                                    
                                    
                                    
                                    10
                                    %
                                    
                                    
                                    
                                    N/A
                                    
                                    
                                    
                                    N/A




The Bank
is considered undercapitalized at December 31, 2009.  See Notes 2 and
12 of the consolidated financial statements for additional
information.




Subsequent to December 31, 2009, the
Company has sold 105 shares of preferred stock to certain investors, including
members of the Company's board of directors, for total consideration of
$105,000.  The net proceeds from these sales will be used by the
Company to pay operating expenses of the Company and to reduce the Company's
borrowings under its line of credit with Jefferson Federal.


Liability and Asset
Management




The
Company’s Asset/Liability Committee (“ALCO”) actively measures and manages
interest rate risk using a process developed by the Company.  The ALCO
is also responsible for implementing the Company’s asset/liability management
policies, overseeing the formulation and implementation of strategies to improve
balance sheet positioning and earnings, and reviewing the Company’s interest
rate sensitivity position.




The
primary tool that management uses to measure short-term interest rate risk is a
net interest income simulation model prepared by an independent correspondent
institution.  These simulations estimate the impact that various
changes in the overall level of interest rates over one- and two-year time
horizons would have on net interest income.  The results help the
Company develop strategies for managing exposures to interest rate
risk.




Like any
forecasting technique, interest rate simulation modeling is based on a large
number of assumptions.  In this case, the assumptions relate primarily
to loan and deposit growth, asset and liability prepayments, interest rates and
balance sheet management strategies.  Management believes that both
individually and in the aggregate the assumptions are
reasonable.  Nevertheless, the simulation modeling process produces
only a sophisticated estimate, not a precise calculation of
exposure.




At
December 31, 2009, approximately 68% of the Company’s gross loans had adjustable
rates.  Based on the asset/liability modeling management believes that
these loans reprice at a faster pace than liabilities held at the
Company.  Because the majority of the institution’s liabilities are 12
months and under and the gap in repricing is asset sensitive, with loans
repricing daily, management believes that a rising rate environment should have
a positive impact on the Company’s net interest margin.  Floors in the
majority of the Company’s adjustable rate assets also mitigate interest rate
sensitivity in a decreasing rate environment.




29




Off-Balance
Sheet Arrangements




The
Company, at December 31, 2009, had outstanding unused lines of credit and
standby letters of credit that totaled $7,979,336.  These commitments
have fixed maturity dates and many will mature without being drawn upon, meaning
that the total commitment does not necessarily represent the future cash
requirements.  The Company has the ability to liquidate federal funds
sold or, on a short-term basis, to purchase federal funds from other banks and
to borrow from the Federal Home Loan Bank.  At December 31, 2009, the
Company had established with correspondent banks the ability to purchase federal
funds if needed.





Regulatory
Matters




On June
3, 2009, the FDIC accepted a Stipulation and Consent (the “Consent”) of the Bank
to the issuance of the Order.  Under the terms of the Order, the Bank
has agreed, among other things, to the following items:  increase
participation of the Board of Directors in the affairs of the Bank and establish
a Board committee to oversee the Bank’s compliance with the Order; develop a
written analysis and assessment of the Bank’s management and staffing needs for
the purpose of providing qualified management; develop and implement a capital
plan that increases and maintains the Bank’s Tier 1 capital ratio, Tier 1
risk-based capital ratio and Total risk-based capital ratio to 8%, 10% and 11%,
respectively; review the adequacy of the ALLL, establish a comprehensive policy
for determining the adequacy of the ALLL and maintain a reasonable ALLL; develop
a written liquidity/asset/liability management plan addressing liquidity and the
Bank’s relationship of volatile liabilities to temporary investments; refrain
from paying cash dividends to the Company without the prior written consent of
the FDCI and the TDFI; take specific actions to eliminate all assets classified
as “Loss” and to reduce the level of assets classified “Doubtful” or
“Substandard,” in each case in the Bank’s exam report; refrain from extending
any additional credit to, or for the benefit of, any borrower who has a loan or
other extension of credit from the Bank that has been charged off or classified
in a certain specified manner and is uncollected; revise the Bank’s loan policy
and procedures for effectiveness and make all necessary revisions to the policy
to strengthen the Bank’s lending procedures; take specified actions to reduce
concentrations of construction and development loans; prepare and submit to its
supervisor authorities a budget and profit plan as well as its written strategic
plan consisting of long-term goals and strategies; eliminate and/or correct all
violations of law, regulations and contraventions of FDIC Statements of Policy
as discussed in applicable reports and take all necessary steps to ensure future
compliance; and furnish quarterly progress reports to the banking
regulators.




I.
            AVERAGE
      BALANCE SHEETS, NET INTEREST REVENUE AND CHANGES IN INTEREST INCOME AND
      INTEREST EXPENSE




The following table shows the amount of
our average balances, interest income or interest expense for each category of
interest-earning assets and interest-bearing liabilities and the average
interest rate for total interest-earning assets and total interest-bearing
liabilities, net interest spread and net yield on average interest-earning
assets for each of the years in the two-year period ended December 31,
2009.  The table is presented on taxable equivalent basis, if
applicable.


30







2009
                                
                                
                                
                                
                                
                                
                                
                                
                                2008Interest
                                
                                
                                Average
                                
                                
                                
                                
                                
                                Interest
                                
                                
                                AverageAverage
                                
                                
                                Income/
                                
                                
                                Yields/
                                
                                
                                Average
                                
                                
                                Income/
                                
                                
                                Yields/Balance
                                
                                
                                Expense
                                
                                
                                Rate
                                
                                
                                Balance
                                
                                
                                Expense
                                
                                
                                RateAssets:Interest-earning
      assets:Loans
      (including fees)
                                
                                $
                                103,129,495
                                
                                
                                $
                                6,178,856
                                
                                
                                
                                5.99
                                %
                                
                                $
                                100,452,306
                                
                                
                                $
                                7,227,220
                                
                                
                                
                                7.19
                                %Securities
      - AFS
                                
                                
                                819,210
                                
                                
                                
                                13,581
                                
                                
                                
                                1.66
                                %
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -FHLB
      stock
                                
                                
                                295,208
                                
                                
                                
                                13,587
                                
                                
                                
                                4.60
                                %
                                
                                
                                271,069
                                
                                
                                
                                14,012
                                
                                
                                
                                5.17
                                %Interest-bearing
      deposits in banks
                                
                                
                                264,490
                                
                                
                                
                                1,105
                                
                                
                                
                                .42
                                %
                                
                                
                                294,865
                                
                                
                                
                                5,119
                                
                                
                                
                                1.74
                                %Federal
      funds sold
                                
                                
                                8,182,018
                                
                                
                                
                                21,237
                                
                                
                                
                                .26
                                %
                                
                                
                                3,418,578
                                
                                
                                
                                78,626
                                
                                
                                
                                2.30
                                %Total
      interest-earning assets/interest-income
                                
                                
                                112,690,421
                                
                                
                                
                                6,228,366
                                
                                
                                
                                5.53
                                %
                                
                                
                                104,436,818
                                
                                
                                
                                7,324,977
                                
                                
                                
                                7.01
                                %Cash
      and due from banks
                                
                                
                                3,675,544
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                2,819,713Other
      assets
                                
                                
                                11,786,212
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                9,176,930Allowance
      for loan losses
                                
                                
                                (2,959,593
                                )
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (1,042,766
                                )Total
      Assets
                                
                                $
                                125,192,584
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                115,390,695Liabilities
      and Stockholder's Equity:Interest-bearing
      liabilities:Demand
      deposits
                                
                                $
                                25,961,848
                                
                                
                                $
                                458,345
                                
                                
                                
                                1.77
                                %
                                
                                $
                                24,605,359
                                
                                
                                $
                                593,714
                                
                                
                                
                                2.41
                                %Savings
      deposits
                                
                                
                                2,578,882
                                
                                
                                
                                6,604
                                
                                
                                
                                0.26
                                %
                                
                                
                                3,417,911
                                
                                
                                
                                25,755
                                
                                
                                
                                0.75
                                %Other
      time deposits
                                
                                
                                74,766,612
                                
                                
                                
                                2,246,988
                                
                                
                                
                                3.01
                                %
                                
                                
                                64,192,041
                                
                                
                                
                                2,671,304
                                
                                
                                
                                4.16
                                %FHLB
      advances and other borrowings
                                
                                
                                6,440,063
                                
                                
                                
                                260,713
                                
                                
                                
                                4.05
                                %
                                
                                
                                3,987,947
                                
                                
                                
                                144,162
                                
                                
                                
                                3.61
                                %Total
      interest-bearing liabilities/interest-expense
                                
                                
                                109,747,405
                                
                                
                                
                                2,972,650
                                
                                
                                
                                2.71
                                %
                                
                                
                                96,203,258
                                
                                
                                
                                3,434,935
                                
                                
                                
                                3.57
                                %Non-interest
      bearing demand deposits
                                
                                
                                7,334,975
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                9,234,573Other
      liabilities
                                
                                
                                1,096,642
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                931,843Stockholder's
      equity
                                
                                
                                7,013,562
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                9,021,021Total
      liabilities and stockholder's equity
                                
                                $
                                125,192,584
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                115,390,695Net
      interest earnings
                                
                                
                                
                                
                                
                                $
                                3,255,716
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                3,890,042Net
      interest spread
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                2.82
                                %
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                3.44
                                %Net
      interest margin
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                2.89
                                %
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                3.72
                                %





31




Note:  Average
loan balances include nonaccrual loans.  Interest income collected on
nonaccrual loans has been included.





The net
interest margin for 2009 was 2.89% compared to a net interest margin of 3.72%
for the same period in 2008, a decrease of 83 basis points.  The net
change in the net interest margin was significant because the net decrease in
the yield on interest-earning assets was approximately 148 basis points compared
to the decrease in the rate paid on interest-bearing liabilities of 86 basis
points.  Other matters related to the changes in net interest income,
net yields and rate, and net interest margin are presented below:




§
            Our
      loan yields decreased from 2008 to 2009.  For asset/liability
      management purposes, we have emphasized variable rate loans since our
      inception such that approximately 68.0% of our loans are variable rate
      loans at December 31, 2009 compared to 69.0% at December 31,
      2008.  Variable rate loans generally have lower yields than do
      fixed rate loans, but better match the cost of funds in a rising rate
      environment.




§
            During
      2009 the average balances of noninterest bearing deposits decreased by
      $1,899,598 or 20.57%, while interest bearing liabilities increased by
      $13,544,147 or 14.08%.  Rates decreased in 2009 over
      2008.  Management anticipates the funding rates to remain stable
      or slightly decrease on interest bearing liabilities for most of
      2010.




§
            During
      2009, we invested a portion of our excess liquidity in lower-earning
      securities rather than loans, which typically carry a higher
      yield.




Net
interest income decreased by $634,326 between the years ended December 31, 2009
and 2008 and decreased by $254,175 from December 31, 2007 to December 31,
2008.




The
following is an analysis of the changes in our net interest income comparing the
changes attributable to rates and those attributable to volumes:




2009 Compared to 2008
                  
                  
                  2008 Compared to 2007Increase (Decrease) due to
                  
                  
                  Increase (Decrease) due toRate
                  
                  
                  Volume
                  
                  
                  Net
                  
                  
                  Rate
                  
                  
                  Volume
                  
                  
                  NetInterest-earning
      assets:Loans
                  
                  $
                  (1,240,854
                  )
                  
                  $
                  192,490
                  
                  
                  $
                  (1,048,364
                  )
                  
                  $
                  (1,772,919
                  )
                  
                  $
                  1,519,768
                  
                  
                  $
                  (253,151
                  )Investment
      securities
                  
                  
                  13,581
                  
                  
                  
                  -
                  
                  
                  
                  13,581
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -FHLB
      stock
                  
                  
                  (1,673
                  )
                  
                  
                  1,248
                  
                  
                  
                  (425
                  )
                  
                  
                  (3,840
                  )
                  
                  
                  784
                  
                  
                  
                  (3,056
                  )Interest-bearing
      deposits in banks
                  
                  
                  (3,485
                  )
                  
                  
                  (529
                  )
                  
                  
                  (4,014
                  )
                  
                  
                  (7,699
                  )
                  
                  
                  11,902
                  
                  
                  
                  4,203Federal
      funds sold
                  
                  
                  (166,948
                  )
                  
                  
                  109,559
                  
                  
                  
                  (57,389
                  )
                  
                  
                  (92,174
                  )
                  
                  
                  (355,066
                  )
                  
                  
                  (447,240
                  )Total
      interest-earning assets
                  
                  
                  (1,399,379
                  )
                  
                  
                  302,768
                  
                  
                  
                  (1,096,611
                  )
                  
                  
                  (1,876,632
                  )
                  
                  
                  1,177,388
                  
                  
                  
                  (699,244
                  )


32





Interest-bearing
liabilities:


2009 Compared to 2008
                        Increase (Decrease) due to
                      
                      
                      2008 Compared to 2007
                        Increase (Decrease) due toRate
                      
                      
                      Volume
                      
                      
                      Net
                      
                      
                      Rate
                      
                      
                      Volume
                      
                      
                      NetDemand
      deposits
                      
                      
                      (168,060
                      )
                      
                      
                      32,691
                      
                      
                      
                      (135,369
                      )
                      
                      
                      456,564
                      
                      
                      
                      (906,160
                      )
                      
                      
                      (449,596
                      )Savings
      deposits
                      
                      
                      (12,858
                      )
                      
                      
                      (6,293
                      )
                      
                      
                      (19,151
                      )
                      
                      
                      (488,541
                      )
                      
                      
                      422,423
                      
                      
                      
                      (66,118
                      )Other
      time deposits
                      
                      
                      (864,218
                      )
                      
                      
                      439,902
                      
                      
                      
                      (424,316
                      )
                      
                      
                      (601,070
                      )
                      
                      
                      600,335
                      
                      
                      
                      (735
                      )FHLB
      advances and other borrowings
                      
                      
                      28,030
                      
                      
                      
                      88,521
                      
                      
                      
                      116,551
                      
                      
                      
                      5,343
                      
                      
                      
                      66,037
                      
                      
                      
                      71,380Total
      interest- bearing liabilities
                      
                      
                      (1,017,106
                      )
                      
                      
                      554,821
                      
                      
                      
                      (462,285
                      )
                      
                      
                      (627,704
                      )
                      
                      
                      182,635
                      
                      
                      
                      (445,069
                      )Net
      interest income
                      
                      $
                      (382,273
                      )
                      
                      $
                      (252,053
                      )
                      
                      $
                      (634,326
                      )
                      
                      $
                      (1,248,928
                      )
                      
                      $
                      994,753
                      
                      
                      $
                      (254,175
                      )





Changes
in net interest income are attributed to either changes in average balances
(volume change) or changes in average rates (rate change) for earning assets and
sources of funds on which interest is received or paid.  Volume
changes have been determined by multiplying the prior years’ average rate by the
change in average balances outstanding.  The rate change is the
difference between the net change and the volume change.




II.
            DEBT
      SECURITIES




During
the year ended December 31, 2009, the Company purchased $4,500,000 of U. S.
government agency securities classified as available for sale of which
$1,500,000 were called prior to December 31, 2009.  Management
evaluates securities for other-than-temporary impairment at least on a quarterly
basis and more frequently when economic or market concerns warrant such
evaluation.  Consideration is given to (1) the length of time and the
extent to which the fair value has been less than cost, (2) the financial
condition and near-term prospects of the issuer, and (3) the intent and ability
of the Company to retain its investment in the issuer for a period of time
sufficient to allow for any anticipated recovery in market value.  At
December 31, 2009, four securities with unrealized losses have depreciated 0.75%
from the Company's amortized cost basis for these securities.  These
securities have unrealized losses less than 12 months old. In analyzing an
issuer's financial condition, management considers whether downgrades by bond
rating agencies have occurred and the results of reviews of the issuer's current
financial condition.  As management has the ability to hold the
securities until maturity, or for the foreseeable future if classified as
available-for sale, no declines relative to the securities mentioned above are
deemed to be other-than-temporary.  As of December 31, 2009, these
securities have gross unrealized losses of $17,545.  No sales of
securities occurred during the period ending December 31, 2009.  The
total carrying value of $2,984,945 has been pledged to secure a federal funds
line of credit with Compass Bank as of December 31, 2009.  These
securities all have a maturity date of  1 to 3 years.  The
Company had no debt securities as of December 31, 2008.


33


III.
            LOAN
      PORTFOLIO





A.
            Loan
      Types.





The following schedule details the
loans of the Company at December 31, 2009 and 2008:





December 31
                    
                    
                    December 312009
                    
                    
                    2008Consumer
      installment
                    
                    $
                    2,524,514
                    
                    
                    $
                    3,165,460Commercial
                    
                    
                    12,400,906
                    
                    
                    
                    16,679,407Commercial
      real estate
                    
                    
                    58,386,687
                    
                    
                    
                    62,532,516Residential
      mortgage
                    
                    
                    22,332,890
                    
                    
                    
                    23,323,82795,644,997
                    
                    
                    
                    105,701,210Less:Estimated
      allowance for loan losses
                    
                    
                    (3,082,659
                    )
                    
                    
                    (2,373,648
                    )Loans,
      net
                    
                    $
                    92,562,338
                    
                    
                    $
                    103,327,562





B.
            Maturities
      and Sensitivities of Loans and Deposits  to Changes in Interest
      Rates




The
following schedule details maturities and sensitivities to interest rate changes
for loans and deposits as of December 31, 2009:




Within
                
                
                1
      to 5
                
                
                Over
      51 year
                
                
                years
                
                
                years
                
                
                TotalUses
      of Funds:LoansInstallment
                
                $
                936,488
                
                
                $
                1,572,159
                
                
                $
                15,867
                
                
                $
                2,524,514Commercial
                
                
                7,921,400
                
                
                
                4,411,799
                
                
                
                67,707
                
                
                
                12,400,906Commercial
      real estate
                
                
                29,646,686
                
                
                
                23,614,750
                
                
                
                5,125,251
                
                
                
                58,386,687Mortgage
                
                
                7,027,021
                
                
                
                10,549,091
                
                
                
                4,756,778
                
                
                
                22,332,890Total
      Loans
                
                
                45,531,595
                
                
                
                40,147,799
                
                
                
                9,965,603
                
                
                
                95,644,997FHLB
      stock
                
                
                296,500
                
                
                
                -
                
                
                
                -
                
                
                
                296,500Securities
      - AFS
                
                
                -
                
                
                
                2,984,945
                
                
                
                -
                
                
                
                2,984,945Interest-bearing
      deposits in banks
                
                
                2,470,118
                
                
                
                -
                
                
                
                -
                
                
                
                2,470,118Bank
      owned life insurance
                
                
                -
                
                
                
                -
                
                
                
                2,464,771
                
                
                
                2,464,771Federal
      funds sold
                
                
                3,137,654
                
                
                
                -
                
                
                
                -
                
                
                
                3,137,654Total
      earning assets
                
                $
                51,435,867
                
                
                $
                43,132,744
                
                
                $
                12,430,374
                
                
                $
                106,998,985Source
      of funds:Deposits:Interest-bearingMoney
      market, interest, checking, and savings
                
                $
                25,512,212
                
                
                $
                -
                
                
                $
                -
                
                
                $
                25,512,212Time
      deposits
                
                
                63,194,840
                
                
                
                11,132,930
                
                
                
                -
                
                
                
                74,327,770Total
      Deposits
                
                
                88,707,052
                
                
                
                11,132,930
                
                
                
                -
                
                
                
                99,839,982Borrowings
                
                
                2,985,473
                
                
                
                3,353,024
                
                
                
                -
                
                
                
                6,338,497Total
      interest-bearing liabilities
                
                $
                91,692,525
                
                
                $
                14,485,954
                
                
                $
                -
                
                
                $
                106,178,479Net
      repricing gap
                
                $
                (40,256,658
                )
                
                $
                28,646,790
                
                
                $
                12,430,374
                
                
                $
                820,506Rate
      sensitivity gap:Net
      repricing gap as a percentage of total earning assets
                
                
                (37.62
                )%
                
                
                26.77
                %
                
                
                11.62
                %
                
                
                .77
                %Cumulative
      gap:
                
                $
                (40,256,658
                )
                
                $
                (11,609,868
                )
                
                $
                820,506Cumulative
      gap as a percentage of  total earning assets
                
                
                (37.62
                )%
                
                
                (10.85
                )%
                
                
                .77
                %Rate
      Risk:
                
                $
                8,205,595
                
                
                $
                20,729,299
                
                
                $
                1,738,555
                
                
                $
                30,673,449Loans
      with predetermined ratesLoans
      with variable/adjusted rate
                
                
                37,326,000
                
                
                
                19,418,500
                
                
                
                8,227,048
                
                
                
                64,971,548$
                45,531,595
                
                
                $
                40,147,799
                
                
                $
                9,965,603
                
                
                $
                95,644,997




34




C.
            Risk
      Elements





The
following table presents information regarding nonaccrual, past due and
restructuredloans at December 31, 2009 and 2008:




2009
                    
                    
                    2008Loans
      accounted for on a non-accrual basis:Number
                    
                    
                    48
                    
                    
                    
                    11Amount
                    
                    $
                    7,790,863
                    
                    
                    $
                    599,667Accruing
      loans (including consumer loans) which are contractually past due 90 days
      or more as to principal or interest payments:Number
                    
                    
                    11
                    
                    
                    
                    0Amount
                    
                    $
                    3,707,470
                    
                    
                    $
                    -Loans
      defined as “troubled debt restructurings”Number
                    
                    
                    0
                    
                    
                    
                    0Amount
                    
                    $
                    -
                    
                    
                    $
                    -





Accrual
of interest is discontinued on a loan when management of the Company determines
upon consideration of economic and business factors affecting collection efforts
that collection of interest is doubtful.


35





The Bank
has specifically identified and evaluated $11,947,868 and $6,414,683 in impaired
loans at December 31, 2009 and 2008, respectively.  The Bank has
reserved $2,049,912 and $1,512,511 related to these specifically evaluated loans
as of December 31, 2009 and 2008, respectively.





The Bank
collectively evaluates large groups of smaller balance homogeneous loans for
impairment.  Loans collectively evaluated for impairment, with a
classification of substandard or doubtful, as of December 31, 2009 and 2008,
were $2,971,100 and $739,517, respectively.  The Bank has reserved
$101,994 and $29,150 related to these loans as of December 31, 2009 and 2008,
respectively.




There are
no other loans which are not disclosed above, but where known, information about
possible credit problems of borrowers causes management to have serious doubts
as to the ability of such borrowers to comply with the present loan repayment
terms.




IV.
            SUMMARY
      OF LOAN LOSS EXPERIENCE




The
following schedule details selected information related to the estimated
allowance for loan loss account of the Company at December 31, 2009 and
2008:




December 312009
                        
                        
                        2008Balance
      at beginning of year
                        
                        $
                        2,373,648
                        
                        
                        $
                        1,094,083Provision
      charged to expense
                        
                        
                        3,146,855
                        
                        
                        
                        1,297,538Charge
      offs:Installment
      loans
                        
                        
                        (18,311
                        )
                        
                        
                        (17,920
                        )Commercial
                        
                        
                        (43,016
                        )
                        
                        
                        (35,513
                        )Mortgage
                        
                        
                        (396,980
                        )
                        
                        
                        (11,075
                        )Credit
      card
                        
                        
                        -
                        
                        
                        
                        -Commercial
      real estate
                        
                        
                        (2,021,636
                        )
                        
                        
                        (7,690
                        )Overdrafts
                        
                        
                        (54,367
                        )
                        
                        
                        (57,543
                        )Total
      Loan Losses
                        
                        
                        (2,534,310
                        )
                        
                        
                        (129,741
                        )Recoveries:Installment
      loans
                        
                        
                        8,153
                        
                        
                        
                        10,590Commercial
                        
                        
                        15,175
                        
                        
                        
                        42,984Overdrafts
                        
                        
                        20,348
                        
                        
                        
                        1,031Mortgage
                        
                        
                        1,954
                        
                        
                        
                        33,794Agriculture
                        
                        
                        7,458
                        
                        
                        
                        22,435Commercial
      real estate
                        
                        
                        43,378
                        
                        
                        
                        934Total
      Loan Recoveries
                        
                        
                        96,466
                        
                        
                        
                        111,768Net
      Charge Offs
                        
                        
                        (2,437,844
                        )
                        
                        
                        (17,973
                        )Balance
      at end of year
                        
                        $
                        3,082,659
                        
                        
                        $
                        2,373,648Ratio
      of net charge offs during the period to  average loans
      outstanding during the period
                        
                        
                        2.36
                        %
                        
                        
                        0.02
                        %Allowance
      for loan losses as a percent of year  end loans
                        
                        
                        3.22
                        %
                        
                        
                        2.25
                        %




36




At
December 31, 2009 and 2008, the allowance for loan losses was allocated as
follows:




December 31, 2009
                            
                            
                            December 31, 2008Percentage of loan
                            
                            
                            
                            
                            
                            Percentage of loanin each category
                            
                            
                            
                            
                            
                            in each categoryAmount
                            
                            
                            to total loans
                            
                            
                            Amount
                            
                            
                            to total loansInstallment
                            
                            $
                            56,352
                            
                            
                            
                            2.62
                            %
                            
                            $
                            36,088
                            
                            
                            
                            2.95
                            %Commercial
                            
                            
                            626,589
                            
                            
                            
                            12.97
                            %
                            
                            
                            487,827
                            
                            
                            
                            15.78
                            %Commercial
      real estate
                            
                            
                            1,226,116
                            
                            
                            
                            61.05
                            %
                            
                            
                            1,596,195
                            
                            
                            
                            59.16
                            %Mortgage
                            
                            
                            1,167,672
                            
                            
                            
                            23.35
                            %
                            
                            
                            232,603
                            
                            
                            
                            22.07
                            %Overdrafts
                            
                            
                            5,930
                            
                            
                            
                            0.01
                            %
                            
                            
                            20,935
                            
                            
                            
                            0.04
                            %$
                            3,082,659
                            
                            
                            
                            100.00
                            %
                            
                            $
                            2,373,648
                            
                            
                            
                            100.00
                            %Nonaccrual
      and Past Due Loans:2009
                            
                            
                            2008Principal:Nonaccruing
      loans
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            7,790,863
                            
                            
                            $
                            599,667Loans
      past due 90 days or more and still accruing
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            3,707,470
                            
                            
                            
                            -$
                            11,498,333
                            
                            
                            $
                            599,667





The
estimated allowance for loan losses is evaluated on a regular basis by
management and is based upon management’s periodic review of the collectibility
of the loans in light of historical experience, the nature and volume of the
loan portfolio, adverse situations that may affect the borrower’s ability to
repay, estimated value of any underlying collateral and prevailing economic
conditions.  This evaluation is inherently subjective as it requires
estimates that are susceptible to significant revision as more information
becomes available.




V.
            DEPOSITS




The
average amounts and average interest rates for deposits for 2009 and 2008 are
detailed in the following schedule:




Years Ended December 31,2009
                    
                    
                    2008Deposit Category
                    
                    Average
                      Amount
                    
                    Average Rate
                      Paid
                    
                    
                    Average
                      Amount
                    
                    Average Rate
                      PaidNoninterest-bearing
      demand
                    
                    $
                    7,334,975
                    
                    
                    
                    N/A
                    
                    
                    $
                    9,234,573
                    
                    
                    
                    N/AInterest-bearing
      demand
                    
                    
                    25,961,848
                    
                    
                    
                    1.77
                    %
                    
                    
                    24,605,359
                    
                    
                    
                    2.41
                    %Savings
      deposits
                    
                    
                    2,578,882
                    
                    
                    
                    0.26
                    %
                    
                    
                    3,417,911
                    
                    
                    
                    0.75
                    %Time
      deposits
                    
                    
                    74,766,612
                    
                    
                    
                    3.01
                    %
                    
                    
                    64,192,041
                    
                    
                    
                    4.16
                    %





37




The
following schedule details the amount outstanding of time certificates of
deposit of $100,000 or more and respective maturities for the year ended
December 31, 2009:





Certificates of Deposit3
      months or less
                    
                    $
                    505,2553-6
      months
                    
                    
                    913,8466-12
      months
                    
                    
                    4,399,316Over
      12 months
                    
                    
                    11,515,533Total
                    
                    $
                    17,333,950





VI.
            RETURN
      ON EQUITY AND ASSETS





Returns
on average consolidated assets and average consolidated equity for the periods
indicated are as follows:




Year Ended December 31,2009
                
                
                2008Return
      on average assets
                
                
                -3.21
                %
                
                
                -0.48
                %Return
      on average equity
                
                
                -57.36
                %
                
                
                -6.19
                %Average
      equity to average assets ratio
                
                
                5.60
                %
                
                
                7.82
                %Dividend
      payout ratio
                
                
                N/A
                
                
                
                N/A





VII.
            SHORT-TERM
      BORROWINGS





Federal Home Loan Bank
Advances:





Pursuant
to collateral agreements with the FHLB, the advances are collateralized by
specific first mortgage loans. The FHLB’s required unpaid principal balance of
eligible mortgages was $6,950,621 and $8,807,912 at December 31, 2009 and 2008,
respectively.  The advances at December 31, 2009 and 2008, have the
maturity dates as follows:





Maturity Date
                          
                          Interest Rate
                          
                          
                          December 31, 200904/01/10
                          
                          
                          3.56
                          %
                          
                          $
                          457,47308/04/10
                          
                          
                          3.63
                          
                          
                          
                          1,500,00001/01/11
                          
                          
                          4.37
                          
                          
                          
                          353,02406/03/11
                          
                          
                          3.69
                          
                          
                          
                          3,000,000$
                          5,310,497





Maturity Date
                        
                        Interest Rate
                        
                        
                        December 31, 200804/01/10
                        
                        
                        3.56
                        %
                        
                        $
                        543,13903/20/09
                        
                        
                        5.18
                        
                        
                        
                        75,00001/01/11
                        
                        
                        4.37
                        
                        
                        
                        388,66606/03/11
                        
                        
                        3.69
                        
                        
                        
                        3,000,00008/04/10
                        
                        
                        3.63
                        
                        
                        
                        1,500,000$
                        5,506,805


38


Other
Borrowings:





On
December 30, 2008, the Company entered into a promissory note and Commercial
Loan Agreement with Jefferson Federal Bank whereby the Company borrowed
$1,000,000 from the lender secured by all of the outstanding shares of common
stock of the Bank, pursuant to a Commercial Security Agreement entered into by
the parties concurrently with the loan.





The loan
contemplates a multiple advance draw loan, with the principal balance not to
exceed $1,000,000.  Interest will accrue on the loan at the rate of
6.00% per year, with payment required upon demand, but if no demand is made,
then payment must be made in quarterly payments of accrued interest calculated
on the amount outstanding beginning on March 30, 2009, and principal due on
March 31, 2010.  The parties have agreed to a modification of the loan
agreement that extends maturity of the loan to June 29, 2010.The Company may prepay
the loan at any time by paying all principal, interest, escrow, late fees, and
all other amounts due in full.





On September 29, 2009, the Company
entered into four unsecured promissory notes with four of its directors whereby
the Company borrowed $7,000 from each one of the individuals for a total of
$28,000.  Interest will accrue on the loans at the rate of 6.0% per
year with payment of any unpaid balance and accrued interest due at any time
upon demand.





ITEM
      7A.
              QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




As a
smaller reporting company, the Company is not required to include this
information in this Report.




ITEM
      8.
              FINANCIAL STATEMENTS
      AND SUPPLEMENTARY DATA




The
Report of Independent Registered Public Accounting Firm, Consolidated Financial
Statements and supplementary data required by Item 8 are set forth on pages F-1
through F-30 of this Report and are incorporated herein by
reference.




ITEM
      9.
              CHANGES IN AND
      DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




None.




ITEM
      9A(T).
              CONTROLS AND
      PROCEDURES




Disclosure Controls and
Procedures. The Corporation maintains disclosure controls and procedures,
as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934 (the “Exchange Act”), that are designed to ensure that information required
to be disclosed by it in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time period
specified in the SEC’s rules and forms and that such information is accumulated
and communicated to the Corporation’s management, including its Chief Executive
Officer and Chief Financial Officer. The Corporation carried out an evaluation,
under the supervision and with the participation of its management, including
its Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of its disclosure controls and procedures as of the end
of the period covered by this report.  Based on the evaluation of
these disclosure controls and procedures, the Chief Executive Officer and Chief
Financial Officer concluded that the Corporation’s disclosure controls and
procedures were effective.




39




Changes in Internal Controls
and Procedures. There were no changes in the Corporation’s internal
control over financial reporting during the Corporation’s fiscal quarter ended
December 31, 2009 that have materially affected, or are reasonably likely to
materially affect, its internal control over financial reporting.




Management’s
Report on Internal Control over Financial Reporting




The
management of the Corporation is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined in
Rule 13a-15(f) promulgated under the Exchange Act.  The
Corporation'sinternal control system was designed to provide
reasonable assurance to the Corporation's management and Board of Directors
regarding the preparation and fair presentation of published financial
statements.




All
internal control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.




Management
assessed the effectiveness of the Corporation's internal control over financial
reporting as of December 31, 2009.  In making this assessment,management used the criteria set forth in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on this assessment, management believes that,
as ofDecember 31, 2009, the Corporation's internal control
over financial reporting is effective based on those criteria.




This
annual report does not include an attestation report of the Corporation'sindependent registered public accounting firm regarding internal
control over financial reporting.  Management's report was not subject
to attestation by the Corporation's registered public accounting firm pursuant
to temporary rules of the SEC that  permit  the Corporation
to  provide only management's report in this annual
report.




ITEM
      9B.
              OTHER
      INFORMATION




None.




PART
III




ITEM
      10.
              DIRECTORS, EXECUTIVE
      OFFICERS  AND CORPORATE
  GOVERNANCE




Information
relating to our directors and executive officers will be contained in the
Corporation’s Proxy Statement for its 2010 Annual Meeting of shareholders to be
held June 29, 2010, and such information is incorporated herein by
reference.




ITEM
      11.
              EXECUTIVE
      COMPENSATION




Information
relating to executive compensation will be contained in the Corporation’s Proxy
Statement for its 2010 Annual Meeting of shareholders to be held June 29, 2010,
and such information is incorporated herein by reference.




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




Information
relating to security ownership of certain beneficial owners and management will
be contained in the Corporation’s Proxy Statement for its 2010 Annual Meeting of
shareholders to be held June 29, 2010, and such information is incorporated
herein by reference.




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, the Corporation became party to these options issued by the
Bank.




40




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, 2009:




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
                          
                          
                          71,150
                          
                          
                          $
                          6.92
                          
                          
                          
                          166,859Total
                          
                          
                          71,150
                          
                          
                          $
                          6.92
                          
                          
                          
                          166,859




The
maximum number of shares of the Corporation’s common stock available for
issuance pursuant to stock options is 375,000 shares.  As of December
31, 2009 the maximum number of shares available for future stock option grants
is 166,859 shares.  The option exercise price is equal to the fair
market value of the Corporation’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 Corporation elected
to vest immediately all remaining stock options as of May 17,
2005.  Proceeds received by the Corporation from exercises of the
stock options are credited to common stock and additional paid-in
capital.




ITEM
      13.
              CERTAIN RELATIONSHIPS
      AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE




Information
relating to certain relationships and related transactions will be contained in
the Corporation’s Proxy Statement for its 2010 Annual Meeting of shareholders to
be held June 29, 2010, and such information is incorporated herein by
reference.




ITEM
      14.
              PRINCIPAL ACCOUNTING
      FEES AND SERVICES




Information
relating to the principal accountant fees and services will be contained in the
Corporation’s Proxy Statement for its 2010 Annual Meeting of shareholders to be
held June 29, 2010, and such information is incorporated herein by
reference.




41





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:




PageReport
      of Independent Registered Public Accounting Firm
                F-1Consolidated  Balance
      Sheets
                F-2Consolidated
      Statements of Operations
                F-3Consolidated
      Statements of Changes in Stockholders' Equity
                F-4Consolidated
      Statements of Cash Flows
                F-5Notes
      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:




ExhibitNo.
            
            Description3.1
            
            Charter
      of American Patriot Financial Group, Inc. (1)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
            
            Stock
      Option Agreement between American Patriot Bank and J. Robert Grubbs.*
      (2)10.3
            
            Stock
      Option Agreement between American Patriot Bank and T. Don
      Waddell.*(2)10.4
            
            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)10.5
            
            Stipulation
      and Consent to the Issuance of an Order to Cease and Desist dated May 29,
      2009. (3)10.6
            
            Order
      to Cease and Desist between American Patriot Bank and the Federal Deposit
      Insurance Corporation dated June 3, 2009. (3)10.7
            
            Employment
      Agreement, by and between American Patriot Bank and John Donald Belew,
      dated as of August 26, 2009. (4)10.8
            
            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.31.1
            
            Certification
      pursuant to Rule 13a-14a/15d-14(a)31.2
            
            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
      200232.2
            
            Certification
      pursuant to Rule 18 U.S.C. Section 1350-Sarbanes-Oxley Act of
      2002





*         Management
compensatory plan or arrangement.





(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.





42




(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.





43





Signatures





Pursuant
to the requirements of Section 13(a) 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:
              /s/ John D. BelewJohn
      D. Belew, Chief, Executive OfficerDate:
              April
      15, 2010





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 in the
capacities and as the dates indicated.




By:
              /s/ Wendy C. Warner
              
              By:
              /s/ William J. SmeadWendy
      C. Warner, Director
              
              
              William
      J. Smead, DirectorDate:
              April
      15, 2010
              
              Date:
              April
      15, 2010





By:
              /s/ Roger A. Woolsey
              
              By:
              /s/ John D. BelewRoger
      A. Woolsey, Director
              
              
              John
      D. Belew, Chief Executive Officer andDirectorDate:
              April
      15, 2010
              
              Date:
              April
      15, 2010By:
              /s/ T. Don WaddellT.
      Don Waddell, Chief Financial Officer





Date:      April
15, 2010




44





Report
of Independent Registered Public Accounting Firm





To the
Board of Directors and Stockholders


American
Patriot Financial Group, Inc.


Greeneville,
Tennessee





We have audited the accompanying
consolidated balance sheets of American Patriot Financial Group, Inc. and
subsidiary (Company) as of December 31, 2009 and 2008, and the related
consolidated statements of income, changes in stockholders’ equity and cash
flows for the years then ended.  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 the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audit
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 American Patriot Financial Group, Inc. and subsidiary
as of December 31, 2009 and 2008, and the results of their operations and their
cash flows for the years then ended in conformity with U.S. generally accepted
accounting principles.





The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going
concern.  As discussed in Note 2 to the consolidated financial
statements, the Company has incurred significant losses for the past three years
resulting in a retained deficit of $3,638,017.  At December 31, 2009,
the Company and its subsidiary were undercapitalized based on regulatory
standards and has consented to an Order to Cease and Desist with its primary
federal regulator that requires, among other provisions, that it achieve
regulatory capital thresholds that are significantly in excess of its current
actual capital levels.  The Company’s nonperforming assets have
increased significantly during 2009 related primarily to deterioration in the
credit quality of its loans collateralized by real estate.  The
Company, at the holding company level, has a note payable that is due June 29,
2010; however, the Company does not currently have sufficient funds to pay off
this note and it is uncertain whether the lender will renew the note at that
time, or whether the Company can raise sufficient capital to payoff the
note.  This note is securitized by 100 percent of the stock of the
subsidiary.  These matters raise substantial doubt about the Company’s
ability to continue as a going concern.  Management’s plans in regard
to these matters are also discussed in Note 2.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





We were not engaged to examine
management's assessment of the effectiveness of American Patriot Financial
Group, Inc.’s internal control over financial reporting as of December 31, 2009,
included in Management's Report on Internal Control Over Financial Reporting
found in Item 9A(T) of Form 10-K for the year ended December 31,
2009, and, accordingly, we do not express an opinion thereon.





/s/
HAZLETT, LEWIS & BIETER, PLLC





Chattanooga,
Tennessee


April 14,
2010





F-1




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee  CONSOLIDATED
BALANCE SHEETS




December 31,2009
                                                
                                                
                                                2008ASSETSCash
      and due from banks
                                                
                                                $
                                                4,606,244
                                                
                                                
                                                $
                                                2,595,672Federal
      funds sold
                                                
                                                
                                                3,137,654
                                                
                                                
                                                
                                                3,706,160Interest-bearing
      deposits in banks
                                                
                                                
                                                2,470,118
                                                
                                                
                                                
                                                94,574Cash
      and cash equivalents
                                                
                                                
                                                10,214,016
                                                
                                                
                                                
                                                6,396,406Securities
      available for sale
                                                
                                                
                                                2,984,945
                                                
                                                
                                                
                                                -Federal
      Home Loan Bank stock, at cost
                                                
                                                
                                                296,500
                                                
                                                
                                                
                                                291,200Loans,
      net of allowance for loan losses of $3,082,659 in 2009 and $2,373,648 in
      2008
                                                
                                                
                                                92,562,338
                                                
                                                
                                                
                                                103,327,562Premises
      and equipment, net
                                                
                                                
                                                5,047,047
                                                
                                                
                                                
                                                5,317,685Accrued
      interest receivable
                                                
                                                
                                                390,165
                                                
                                                
                                                
                                                505,460Deferred
      tax assets, net
                                                
                                                
                                                228,303
                                                
                                                
                                                
                                                788,325Foreclosed
      assets
                                                
                                                
                                                3,409,635
                                                
                                                
                                                
                                                394,579Cash
      surrender value of bank owned life insurance
                                                
                                                
                                                2,464,771
                                                
                                                
                                                
                                                2,353,498Other
      assets
                                                
                                                
                                                616,518
                                                
                                                
                                                
                                                218,111Total
      Assets
                                                
                                                $
                                                118,214,238
                                                
                                                
                                                $
                                                119,592,826LIABILITIES
      AND STOCKHOLDERS' EQUITYLIABILITIESDeposits:Noninterest-bearingDemand
                                                
                                                $
                                                6,669,598
                                                
                                                
                                                $
                                                7,937,765Interest-bearingMoney
      market, interest checking and savings
                                                
                                                
                                                25,512,212
                                                
                                                
                                                
                                                25,490,810Time
      deposits
                                                
                                                
                                                74,327,770
                                                
                                                
                                                
                                                70,310,602Total
      Deposits
                                                
                                                
                                                106,509,580
                                                
                                                
                                                
                                                103,739,177Accrued
      interest payable
                                                
                                                
                                                621,045
                                                
                                                
                                                
                                                522,592Other
      liabilities
                                                
                                                
                                                428,826
                                                
                                                
                                                
                                                476,003Federal
      Home Loan Bank and other borrowings
                                                
                                                
                                                6,338,497
                                                
                                                
                                                
                                                6,506,805Total
      Liabilities
                                                
                                                
                                                113,897,948
                                                
                                                
                                                
                                                111,244,577Commitments
      and Contingencies (Note 11 and 17)STOCKHOLDERS'
      EQUITYStock:Preferred
      stock, no par value; authorized 1,000,000 shares; none issued and
      outstanding
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Common
      stock, $0.333 par value; authorized 6,000,000 shares; issued and
      outstanding 2,389,391 shares at December 31, 2009 and December 31,
      2008
                                                
                                                
                                                796,337
                                                
                                                
                                                
                                                796,337Additional
      paid-in capital
                                                
                                                
                                                7,167,260
                                                
                                                
                                                
                                                7,167,260Retained
      (deficit) earnings
                                                
                                                
                                                (3,638,017
                                                )
                                                
                                                
                                                384,652Accumulated
      other comprehensive income
                                                
                                                
                                                (9,290
                                                )
                                                
                                                
                                                -Total
      Stockholders’ Equity
                                                
                                                
                                                4,316,290
                                                
                                                
                                                
                                                8,348,249Total
      Liabilities and Stockholders’Equity
                                                
                                                $
                                                118,214,238
                                                
                                                
                                                $
                                                119,592,826




The
accompanying notes are an integral part of these consolidated
 financial
statements.




F-2




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee


CONSOLIDATED
STATEMENTS OF OPERATIONS




Year
      Ended December 31,2009
                      
                      
                      2008Interest
      and dividend income:Loans,
      including fees
                      
                      $
                      6,178,856
                      
                      
                      $
                      7,227,220Investment
      securities
                      
                      
                      13,581
                      
                      
                      
                      -Dividends
      on Federal Home Loan Bank stock
                      
                      
                      13,587
                      
                      
                      
                      14,012Federal
      funds sold and other
                      
                      
                      22,342
                      
                      
                      
                      83,745Total
      interest and dividend income
                      
                      
                      6,228,366
                      
                      
                      
                      7,324,977Interest
      expense:Deposits
                      
                      
                      2,711,937
                      
                      
                      
                      3,294,904Borrowed
      funds
                      
                      
                      260,713
                      
                      
                      
                      140,031Total
      interest expense
                      
                      
                      2,972,650
                      
                      
                      
                      3,434,935Net
      interest income before provision for loan losses
                      
                      
                      3,255,716
                      
                      
                      
                      3,890,042Provision
      for loan losses
                      
                      
                      3,146,855
                      
                      
                      
                      1,297,538Net
      interest income after provision for loan losses
                      
                      
                      108,861
                      
                      
                      
                      2,592,504Noninterest
      income:Customer
      service fees
                      
                      
                      421,833
                      
                      
                      
                      515,447Fees
      from origination of mortgage loans sold
                      
                      
                      26,214
                      
                      
                      
                      16,657Investment
      sales commissions
                      
                      
                      -
                      
                      
                      
                      9,734Other
                      
                      
                      142,447
                      
                      
                      
                      132,100Total
      noninterest income
                      
                      
                      590,494
                      
                      
                      
                      673,938Noninterest
      expenses:Salaries
      and employee benefits
                      
                      
                      1,753,469
                      
                      
                      
                      2,038,169Occupancy
                      
                      
                      587,800
                      
                      
                      
                      609,948Advertising
                      
                      
                      43,447
                      
                      
                      
                      130,532Data
      processing
                      
                      
                      322,787
                      
                      
                      
                      329,062Legal
      and professional
                      
                      
                      593,679
                      
                      
                      
                      373,261Depository
      insurance
                      
                      
                      483,994
                      
                      
                      
                      113,560Other
      operating
                      
                      
                      732,524
                      
                      
                      
                      605,369Total
      noninterest expense
                      
                      
                      4,517,700
                      
                      
                      
                      4,199,901Net
      loss before income taxes
                      
                      
                      (3,818,345
                      )
                      
                      
                      (933,459
                      )Income
      tax expense (benefit)
                      
                      
                      204,324
                      
                      
                      
                      (374,731
                      )Net
      loss
                      
                      $
                      (4,022,669
                      )
                      
                      $
                      (558,728
                      )Per
      share information:Basic
      net loss per common share
                      
                      $
                      (1.68
                      )
                      
                      $
                      (0.24
                      )Diluted
      net loss per common share
                      
                      $
                      (1.68
                      )
                      
                      $
                      (0.24
                      )Weighted
      average basic shares outstanding
                      
                      
                      2,389,391
                      
                      
                      
                      2,365,006Weighted
      average diluted shares outstanding
                      
                      
                      2,389,391
                      
                      
                      
                      2,365,006




The
accompanying notes are an integral part of these consolidated
 financial
statements.




F-3





AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee


CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


Years
Ended December 31, 2009 and 2008




Comprehensive
                  Income (loss)
                
                
                Common
                  Stock
                  Shares
                
                
                Common
                  Stock
                
                
                Additional
                  Paid-In
                  Capital
                
                
                Retained
                  Earnings
                  (Deficit)
                
                
                Accumulated Other
                  Comprehensive
                  Income (loss)
                
                
                TotalBalance,
      December 31, 2007
                
                
                
                
                
                2,314,391
                
                
                $
                771,362
                
                
                $
                6,942,260
                
                
                $
                943,380
                
                
                $
                -
                
                
                $
                8,657,002Comprehensive
      loss:Net
      loss
                
                $
                (558,728
                )
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (558,728
                )
                
                
                -
                
                
                
                (558,728
                )Issuance
      of 75,000 shares of common stock under stock option plan
                
                
                
                
                
                
                75,000
                
                
                
                24,975
                
                
                
                225,000
                
                
                
                -
                
                
                
                -
                
                
                
                249,975Balance,
      December 31, 2008
                
                
                
                
                
                
                2,389,391
                
                
                
                796,337
                
                
                
                7,167,260
                
                
                
                384,652
                
                
                
                -
                
                
                
                8,348,249Comprehensive
      loss:Net
      loss
                
                $
                (4,022,669
                )
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (4,022,669
                )
                
                
                -
                
                
                
                (4,022,669
                )Other
      comprehensive income:Unrealized
      holding gains (losses)on securities available for sale, net of tax effect
      of $5,765
                
                
                (9,290
                )
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (9,290
                )
                
                
                (9,290
                )Total
      comprehensive loss
                
                $
                (4,031,959
                )Balance,
      December 31, 2009
                
                
                
                
                
                
                2,389,391
                
                
                $
                796,337
                
                
                $
                7,167,260
                
                
                $
                (3,638,017
                )
                
                $
                (9,290
                )
                
                $
                4,316,290




The
accompanying notes are an integral part of these consolidated
 financial
statements.




F-4





AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY


Greeneville,
Tennessee


CONSOLIDATED
STATEMENTS OF CASH FLOWS





Year
      Ended December 31,2009
                          
                          
                          2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net loss
                          
                          $
                          (4,022,669
                          )
                          
                          $
                          (558,728
                          )Adjustments to reconcile net
      loss to net cash (used in) provided by operating
    activities:Provision for loan
      losses
                          
                          
                          3,146,855
                          
                          
                          
                          1,297,538Write-down of foreclosed
      assets
                          
                          
                          46,800
                          
                          
                          
                          37,975Depreciation
                          
                          
                          298,895
                          
                          
                          
                          317,162Gain on sales of premises and
      equipment
                          
                          
                          (1,817
                          )
                          
                          
                          (12,491
                          )Realized loss on sales of
      foreclosed assets foreclosed assets
                          
                          
                          13,518
                          
                          
                          
                          4,598Deferred income tax expense
      (benefit)
                          
                          
                          565,787
                          
                          
                          
                          (469,028
                          )Federal Home Loan Bank stock
      dividends
                          
                          
                          -
                          
                          
                          
                          (10,300
                          )Increase in cash surrender
      value of bank owned life insurance
                          
                          
                          (111,273
                          )
                          
                          
                          (107,352
                          )Net change in:Accrued interest
      receivable
                          
                          
                          115,295
                          
                          
                          
                          42,950Other assets
                          
                          
                          (398,407
                          )
                          
                          
                          (21,608
                          )Other
    liabilities
                          
                          
                          (47,177
                          )
                          
                          
                          367,116Accrued interest
      payable
                          
                          
                          98,453
                          
                          
                          
                          (290,477
                          )Net cash (used in) provided by
      operating activities
                          
                          
                          (295,740
                          )
                          
                          
                          597,355CASH
      FLOWS FROM INVESTING ACTIVITIES:Proceeds from calls and
      maturities of securities available for sale
                          
                          
                          1,500,000
                          
                          
                          
                          -Purchase of securities
      available for sale
                          
                          
                          (4,500,000
                          )
                          
                          
                          -Federal Home Loan Bank stock
      purchases
                          
                          
                          (5,300
                          )
                          
                          
                          (22,100
                          )Proceeds from sales of
      foreclosed assets
                          
                          
                          199,170
                          
                          
                          
                          403,276Loan originations and principal
      collections net
                          
                          
                          4,343,825
                          
                          
                          
                          (13,141,317
                          )Additions to premises and
      equipment
                          
                          
                          (28,739
                          )
                          
                          
                          (65,167
                          )Proceeds from sales of premises
      and equipment
                          
                          
                          2,299
                          
                          
                          
                          14,325Net cash provided by (used in)
      investing activities
                          
                          
                          1,511,255
                          
                          
                          
                          (12,810,983
                          )CASH
      FLOWS FROM FINANCING ACTIVITIES:Net change in deposits
      (non-time deposits)
                          
                          
                          (1,246,765
                          )
                          
                          
                          (10,711,507
                          )Net change in time
      deposits
                          
                          
                          4,017,168
                          
                          
                          
                          9,421,345Federal Home Loan Bank
      advances
                          
                          
                          -
                          
                          
                          
                          4,500,000Federal Home Loan Bank
      repayments
                          
                          
                          (196,308
                          )
                          
                          
                          (919,221
                          )Proceeds from other
      borrowings
                          
                          
                          28,000
                          
                          
                          
                          1,000,000Issuance of common
      stock
                          
                          
                          -
                          
                          
                          
                          249,975Net cash provided by financing
      activities
                          
                          
                          2,602,095
                          
                          
                          
                          3,540,592Net
      change in cash and cash equivalents
                          
                          
                          3,817,610
                          
                          
                          
                          (8,673,036
                          )Cash
      and cash equivalents at beginning of year
                          
                          
                          6,396,406
                          
                          
                          
                          15,069,442Cash
      and cash equivalents at end of year
                          
                          $
                          10,214,016
                          
                          
                          $
                          6,396,406




The
accompanying notes are an integral part of these consolidated


financial
statements.




F-5





AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee


CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)




2009
                        
                        
                        2008SUPPLEMENTARY
      CASH FLOW INFORMATION:Interest paid on deposits and
      borrowed funds
                        
                        $
                        2,874,197
                        
                        
                        $
                        3,725,412Income taxes
    paid
                        
                        $
                        152,004
                        
                        
                        $
                        -SUPPLEMENTAL
      SCHEDULE OF NON-CASH ACTIVITIES:Foreclosed/repossessed assets
      sold  during the year and financed through loans
                        
                        $
                        17,071
                        
                        
                        $
                        -Transfer of loans to
      foreclosed/repossessed assets
                        
                        $
                        3,274,544
                        
                        
                        $
                        365,062




The
accompanying notes are an integral part of these consolidated
 financial
statements.   F-6




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY


Greeneville,
Tennessee


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




Note
      1.
            Summary
      of Significant Accounting Policies




The
accounting and reporting policies of American Patriot Financial Group, Inc. and
subsidiary (the “Company”) conform with United States generally accepted
accounting principles (“GAAP”) and practices within the banking
industry.  During 2009, the Financial Accounting Standards Board
(“FASB”) adopted the FASB Accounting Standards Codification (“ASC”) as the
single source of authoritative nongovernmental GAAP.  Rules and
interpretive releases of the Securities Exchange Commission (“SEC”) are also
sources of authoritative GAAP for SEC registrants like the Company.





The policies that materially affect
financial position and results of operations are summarized as
follows:





Principles of
Consolidation





The
consolidated financial statements include the accounts of American Patriot
Financial Group, Inc. and its wholly-owned subsidiary, American Patriot Bank
(the “Bank”). All significant intercompany balances and transactions have been
eliminated in consolidation.





Nature of Operations





The
Company is a bank-holding company which owns all of the outstanding common stock
of the Bank.  The Bank provides a variety of financial services
through its locations in Greeneville and Maryville, Tennessee and surrounding
areas.  The Bank's primary deposit products are demand deposits,
savings accounts, and certificates of deposit.  Its primary lending
products are commercial loans, real estate loans, and installment
loans.





Use of Estimates





In
preparing consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the balance sheet and reported amounts
of revenues and expenses during the reporting period.  Actual results
could differ from those estimates.  Material estimates that are
particularly susceptible to significant change in the near term relate to the
determination of the allowance for loan losses, valuation of deferred tax
assets, and the fair value of financial instruments.





Cash and Cash Equivalents





For
purposes of the consolidated statements of cash flows, cash and cash equivalents
include cash and balances due from banks, interest-bearing deposits in banks,
and federal funds sold, all of which mature within ninety days.





Securities Available for
Sale





Securities
available for sale are carried at fair value, with unrealized gains and losses
excluded from earnings and reported in other comprehensive
income.  Realized gains and losses on securities available for sale
are included in other income and, when 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.  Purchase premiums and discounts are
recognized in interest income using the interest method over the terms of the
securities.





Prior to
a change in accounting guidance on April 1, 2009, in determining whether
other-than-temporary impairment existed, management considered (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 Bank to retain its investment in the issuer for a period of
time sufficient to allow for any anticipated recovery in fair
value.  Declines in the fair value of individual securities below
their cost that are deemed to be other-than-temporary are reflected in earnings
as realized losses.





F-7


AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS





Effective
April 1, 2009, the Bank adopted new accounting guidance related to
other-than-temporary impairment of securities.  The new guidance
amended the criteria for recognizing other-than-temporary impairments of debt
securities and expanded the disclosure requirements for impairment losses on
debt and equity securities.  The new guidance specifies that (1) if a
company does not have the intent to sell a debt security prior to recovery and
(2) it is more likely than not that it will not have to sell the debt security
prior to recovery, the security would not be considered other-than-temporarily
impaired unless there is a credit loss.  The credit loss component is
the amount of principal cash flows not expected to be received over the
remaining term of the security based on cash flow projections.  For
debt securities that management has no intent to sell and believes that it more
likely than not will not be required to sell prior to recovery, only the credit
loss component of the impairment is recognized in earnings, while the non-credit
loss is included in accumulated other comprehensive income.





Loans





The Bank
grants mortgage, commercial and consumer loans to customers.  A
substantial portion of the loan portfolio is represented by mortgage loans
throughout Greeneville and Maryville, Tennessee and surrounding
areas.  The ability of the Bank’s debtors to honor their contracts is
dependent upon the real estate and general economic conditions in this
area.





Loans
that management has the intent and ability to hold for the foreseeable future or
until maturity or pay-off generally are reported at their outstanding unpaid
principal balances adjusted for charge-offs and the allowance for loan losses.
Interest income is accrued on the unpaid principal balance.  The Bank
does not defer loan fees and related loan origination costs.  Based on
management’s assessments, the difference between deferral and immediate
recognition of such fees and related costs is not material.





The
accrual of interest on mortgage and commercial loans is discontinued at the time
the loan is 90 days past due unless the credit is well-secured and in process of
collection.  Past due status is based on contractual terms of the
loan.  In all cases, loans are placed on nonaccrual or charged-off at
an earlier date if collection of principal or interest is considered
doubtful.





All
interest accrued but not collected for loans that are placed on nonaccrual or
charged off is reversed against interest income.  The interest on
these loans is accounted for on the cash-basis or cost-recovery method, until
qualifying for return to accrual.  Loans are returned to accrual
status when all the principal and interest amounts contractually due are brought
current and future payments are reasonably assured.





Allowance
for Loan Losses





The
allowance for loan losses is established as losses are estimated to have
occurred through a provision for loan losses charged to
earnings.  Loan losses are charged against the allowance when
management believes the uncollectibility of a loan balance is
confirmed.  Subsequent recoveries, if any, are credited to the
allowance.





The
allowance for loan losses is evaluated on a regular basis by management and is
based upon management’s periodic review of the collectibility of the loans in
light of historical experience, the nature and volume of the loan portfolio,
adverse situations that may affect the borrower’s ability to repay, estimated
value of any underlying collateral and prevailing economic
conditions.  This evaluation is inherently subjective as it requires
estimates that are susceptible to significant revision as more information
becomes available.





F-8


AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




The
allowance consists of allocated and general components. The allocated component
relates to loans that are classified as impaired.  For those loans
that are classified as impaired, an allowance is established when the discounted
cash flows (or collateral value or observable market price) of the impaired loan
is lower than the carrying value of that loan.  The general component
covers non-classified loans and is based on historical loss experience and
expected loss given default derived from the Bank's internal risk rating
process.  Other adjustments may be made to the allowance for pools of
loans after an assessment of internal or external influences on credit quality
that are not fully reflected on the historical loss or risk rating
data.





A loan is
considered impaired when, based on current information and events, it is
probable that the Bank will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan
agreement.  Factors considered by management in determining impairment
include payment status, collateral value, and the probability of collecting
scheduled principal and interest payments when due.  Loans that
experience insignificant payment delays and payment shortfalls generally are not
classified as impaired.  Management determines the significance of
payment delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the borrower,
including the length of the delay, the reasons for the delay, the borrower’s
prior payment record, and the amount of the shortfall in relation to the
principal and interest owed.  Impairment is measured on a loan by loan
basis for commercial and construction loans by either the present value of
expected future cash flows discounted at the loan’s effective interest rate, the
loan’s obtainable market price, or the fair value of the collateral if the loan
is collateral dependent.





Large
groups of smaller balance homogeneous loans are collectively evaluated for
impairment. Accordingly, the Bank does not separately identify individual
consumer and residential loans for impairment disclosures, unless such loans are
the subject of a restructuring agreement.





Significant
Group Concentrations of Credit Risk





Most of
the Company’s activities are with customers located in eastern
Tennessee.  The types of securities that the Company invests in are
included in Note 4.  The types of lending the Company engages in are
included in Note 6.  The Company does not have any significant
concentrations to any one industry or customer.





Commercial
real estate, including commercial construction loans, represented 61 percent of
the loan portfolio at December 31, 2009, and 59 percent of the loan
portfolio at December 31, 2008.





Foreclosed
Assets





Assets
acquired through, or in lieu of, loan foreclosure are held for sale and are
initially recorded at fair value less cost to sell at the date of foreclosure,
establishing a new cost basis. Subsequent to foreclosure, valuations are
periodically performed by management and the assets are carried at the lower of
carrying amount or fair value less cost to sell.  Revenue and expenses
from operations and changes in the valuation allowance are included in net
expenses from foreclosed assets.





Premises
and Equipment





Land is
carried at cost.  Buildings and equipment are carried at cost, less
accumulated depreciation and amortization computed on the straight-line method
over the estimated useful lives of the assets or the expected terms of the
leases, if shorter.  Expected terms include lease
option periods to the extent that the exercise of such options is reasonably
assured.  Maintenance and repairs are expensed as incurred while major
additions and improvements are capitalized.  Gains and losses on
dispositions are included in current operations.





Transfers
of Financial Assets





Transfers
of financial assets are accounted for as sales when control over the assets has
been surrendered.  Control over transferred assets is deemed to be
surrendered when (1) the assets have been isolated from the Bank, (2) the
transferee obtains the right (free of conditions that constrain it from taking
advantage of that right) to pledge or exchange the transferred assets, and (3)
the Bank does not maintain effective control over the transferred assets through
an agreement to repurchase them before their maturity or the ability to
unilaterally cause the holder to return specific assets.





F-9
 
 AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Advertising
Costs





Advertising
costs are expensed as incurred.





Variable
Interest Entities





An entity
is referred to as a variable interest entity (“VIE”) if it meets the criteria
outlined in ASC Topic 810, which are: (1) the entity has equity that is
insufficient to permit the entity to finance its activities without additional
subordinated financial support from other parties, or (2) the entity has equity
investors that cannot make significant decisions about the entity’s operations
or that do not absorb the expected losses or receive the expected returns of the
entity.  A VIE must be consolidated by the Company if it is deemed to
be the primary beneficiary of the VIE, which is the party involved with the VIE
that has a majority of the expected losses, expected residual returns, or
both.  At December 31, 2009, the Company is not involved with any
entity that is deemed to be a VIE.





Stock
Option Plan





The Company recognizes
compensation cost relating to share-based payment transactions based on the fair
value of the equity or liability instruments issued.  Compensation
cost is measured using the fair value of the stock option award on the grant
date and is recognized over the employee service period.  The Company
uses a stock option pricing model to determine the fair value of the award on
the grant date.





Income
Taxes





The Bank
accounts for income taxes in accordance with income tax accounting guidance in
ASC Topic 740.





The
income tax accounting guidance results in two components of income tax expense -
current and deferred.  Current income tax expense reflects taxes to be
paid or refunded for the current period by applying the provisions of the
enacted tax law to taxable income or loss.  The Bank determines
deferred income taxes using the liability method.  Under this method,
the net deferred tax asset or liability is based on the tax effects of the
differences between the book and tax bases of assets and
liabilities.  The Bank's deferred taxes relate primarily to
differences between the basis of the allowance for loan losses and accumulated
depreciation.  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 realized or settled.  As changes in tax
laws or rates are enacted, deferred tax assets and liabilities are adjusted
through the provision for income taxes.  The Bank files consolidated
income tax returns with its subsidiaries.





The Bank
recognizes deferred tax assets if it is more likely than not, based on the
technical merits, that the tax position will be realized or sustained upon
examination.  The Bank follows the statutory requirements for its
income tax accounting and generally avoids risks associated with potentially
problematic tax positions that may be challenged upon examination.





Segment
Reporting





ASC Topic
280, Segment Reporting,provides for the identification of reportable segments on the basis of
distinct business units and their financial information to the extent such units
are reviewed by an entity’s chief decision maker (which can be an individual or
group of management persons).  ASC Topic 280 permits aggregation or
combination of segments that have similar characteristics.  In the
Company’s operations, each bank branch is viewed by management as being a
separately identifiable business or segment from the perspective of monitoring
performance and allocation of financial resources.  Although the
branches operate independently and are managed and monitored separately, each is
substantially similar in terms of business focus, type of customers, products
and services.  Accordingly, the Company’s consolidated financial
statements reflect the presentation of segment information on an aggregated
basis in one reportable segment.




F-10




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Earnings
(Loss) Per Share





Basic
earnings (loss) per share represents income (loss) available to common
stockholders divided by the weighted-average number of common shares outstanding
during the period.  Diluted earnings (loss) per share reflects
additional common shares that would have been outstanding if dilutive potential
common shares had been issued, as well as any adjustment to income that would
result from the assumed issuance.  The effects of outstanding
antidilutive stock options are excluded from the computation of diluted earnings
per share.  There were 71,150 and 33,150 antidilutive stock options
for 2009 and 2008, respectively.  Potential common shares that may be
issued by the Company relate solely to outstanding stock options and are
determined using the treasury stock method.





Recent Accounting
Pronouncements





In April
2009, the FASB issued FSP No. FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability have Significantly
Decreased and Identifying Transactions that Are Not Orderly (“FSP 157-4”)
(ASC Topic 820, Fair Value
Measurements and Disclosures).  FSP 157-4 indicates that if an
entity determines that either the volume and/or level of activity for an asset
or liability has significantly decreased (from normal conditions for that asset
or liability) or price quotations or observable inputs are not associated with
orderly transactions, increased analysis and management judgment will be
required to estimate fair value. FSP 157-4 is effective for interim and annual
periods ending after June 15, 2009, with early adoption permitted. FSP 157-4
must be applied prospectively. The provisions of FSP 157-4 became effective for
the Company's interim period ending on June 30, 2009, and its adoption did
not have a significant impact on the consolidated financial
statements.





In April
2009, the FASB issued FSP No. 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments (“FSP 107-1 and APB 28-1”) (ASC Topic 825, Financial Instruments, and
ASC Topic 270, Interim
Reporting).  FSP 107-1 and APB 28-1 amends ASC Topic 825 to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements.  This FSP also amends ASC Topic 270, Interim Financial Reporting,
to require those disclosures in summarized financial information at interim
reporting periods.  The provisions of FSP 107-1 and APB 28-1 became
effective for the Company's interim period ending on June 30, 2009 and resulted
in the applicable fair value disclosures being included in the June 30, 2009 and
September 30, 2009 periods.





In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments (“FSP 115-2 and 124-2”) (ASC Topic 320,
Investments - Debt and Equity
Securities).  FSP 115-2 and 124-2 clarifies the
interaction of the factors that should be considered when determining whether a
debt security is other-than-temporarily impaired. For debt securities,
management must assess whether (a) it has the intent to sell the security
and (b) it is more likely than not that it will be required to sell the
security prior to its anticipated recovery.  These steps are done
before assessing whether the entity will recover the cost basis of the
investment. This change does not affect the need to forecast recovery of the
value of the security through either cash flows or market price. In instances
when a determination is made that an other-than-temporary impairment exists but
the investor does not intend to sell the debt security and it is not more likely
than not that it will be required to sell the debt security prior to its
anticipated recovery, FSP 115-2 and 124-2 changes the presentation and
amount of the other-than-temporary impairment recognized in the income
statement. The other-than-temporary impairment is separated into (a) the
amount of the total other-than-temporary impairment related to a decrease in
cash flows expected to be collected from the debt security (the credit loss) and
(b) the amount of the total other-than-temporary impairment related to all
other factors.  The amount of the total other-than-temporary
impairment related to all other factors is recognized in other comprehensive
income.  FSP 115-2 and 124-2 also requires substantial additional
disclosures.  The provisions of FSP 115-2 and 124-2 became effective
for the Company's interim period ending on June 30, 2009, and there was no
impact from the adoption on the Company's financial position, results of
operations or cash flows.





F-11


AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




On May
28, 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”)
No. 165, Subsequent Events(“SFAS 165”) (ASC Topic 855, Subsequent
Events).  Under SFAS 165, companies are required to
evaluate events and transactions that occur after the balance sheet date but
before the date the financial statements are issued, or available to be issued
in the case of non-public entities.  SFAS 165 requires entities
to recognize in the financial statements the effect of all events or
transactions that provide additional evidence of conditions that existed at the
balance sheet date, including the estimates inherent in the financial
preparation process.  Entities shall not recognize the impact of
events or transactions that provide evidence about conditions that did not exist
at the balance sheet date but arose after that date.  SFAS 165
was effective for interim and annual reporting periods ending after
June 15, 2009.  The Company adopted the provisions of
SFAS 165 for the quarter ended June 30, 2009, as required, and
adoption did not have a material impact on the financial
statements.





In August
2009, the FASB issued Accounting Standards Update No. 2009-05 (“ASU 2009-05”),
Fair Value Measurements and
Disclosures (ASC Topic 820, Measuring Liabilities at Fair
Value).  ASU 2009-05 amends subtopic 820-10, Fair Value Measurements and
Disclosures –
Overall, and provides clarification for the fair value measurement of
liabilities.  ASU 2009-05 became effective October 1, 2009 and did not
have a material impact on the Company’s consolidated financial
statements.





The
Company has determined that all other recently issued accounting pronouncements
will not have a material impact on its consolidated financial statements or do
not apply to its operations.





Subsequent
Events





The
Company has evaluated subsequent events for potential recognition and/or
disclosures in the consolidated financial statements and accompanying notes
included in its Annual Report.





Reclassification





Certain
amounts in the 2008 consolidated financial statements have been reclassified to
conform to the 2009 presentation.





Note
      2.
            Regulatory
      Actions & Going Concern
Considerations





Cease
and Desist Order





On June
3, 2009, the Bank consented to the issuance of an Order to Cease and Desist (the
“Order”). Under the terms of the Order, the Bank has agreed, among other things,
to the following items: increase participation of the board of directors in
the affairs of the Bank and establish a board committee to oversee the Bank’s
compliance with the Order; develop a written analysis and assessment of the
Bank’s management and staffing needs for the purpose of providing qualified
management; develop and implement a capital plan that increases and maintains
the Bank’s Tier 1 capital ratio, Tier 1 risk-based capital ratio and total
risk-based capital ratio to 8%, 10% and 11%, respectively; review the adequacy
of the allowance for loan and lease losses (“ALLL”), establish a comprehensive
policy for determining the adequacy of the ALLL and maintain a reasonable ALLL;
develop a written liquidity/asset/liability management plan addressing liquidity
and the Bank’s relationship of volatile liabilities to temporary investments;
refrain from paying cash dividends to the Company without the prior written
consent of the FDIC and the Tennessee Department of Financial Institutions; take
specific actions to eliminate all assets classified as “Loss” and to reduce the
level of assets classified “Doubtful” or “Substandard,” in each case in the
Bank’s exam report; refrain from extending any additional credit to, or for the
benefit of, any borrower who has a loan or other extension of credit from the
Bank that has been charged off or classified in a certain specified manner and
is uncollected; revise the Bank’s loan policy and procedures for effectiveness
and make all necessary revisions to the policy to strengthen the Bank’s lending
procedures; take specified actions to  reduce concentrations of
construction and development loans; prepare and submit to its supervisory
authorities a budget and profit plan as well as its written strategic plan
consisting of long-term goals and strategies; eliminate and/or correct all
violations of law, regulations and contraventions of FDIC Statements of Policy
as discussed in applicable reports and take all necessary steps to ensure future
compliance; and furnish quarterly progress reports to the banking
regulators.





F-12


AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




In
addition, as a result of the Bank’s total risk-based capital ratio falling below
8% at June 30, 2009 and remaining in this category at December 31, 2009, the
Bank is considered undercapitalized.  Accordingly, the Bank is subject
to the provisions of Section 38 of the Federal Deposit Insurance Act, which
among other things: (i) restricts payment of capital distributions and
management fees; (ii) requires that the FDIC monitor the condition of the Bank;
(iii) requires submission of a capital restoration plan within 45 days; (iv)
restricts the growth of the Bank’s assets; and (v) requires prior approval of
certain expansion proposals, many of which restrictions or obligations,
including the requirement to submit a capital restoration plan, the Bank was
already subject to as a result of the Order. The Bank and the Board of Directors
are cooperating with the banking regulators and are addressing each area in the
Order.





The Bank
has submitted a capital restoration plan to the FDIC for its approval, but the
plan has not yet been approved. In connection with submitting this plan and as a
condition to the FDIC’s acceptance of the plan, the Company has executed a
Capital Maintenance Commitment and Guaranty (the “Commitment”) on
behalf of the FDIC.  The FDIC has not yet executed the
Commitment. Pursuant to the Commitment, the Company will be required to provide
the FDIC assurance in the form of a financial commitment and guaranty that the
Bank will comply with the Bank’s capital restoration plan until the Bank has
been adequately capitalized on average during each of four consecutive quarters
and, in the event the Bank fails to so comply, to pay to the Bank the lesser of
five percent of the Bank's total assets at the time the Bank was
undercapitalized, or the amount which is necessary to bring the Bank into
compliance with all capital standards applicable to the Bank at the time it
failed to comply. The FDIC has not yet accepted the capital restoration plan
submitted by the Bank.





Going
Concern





The
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has incurred
significant losses during 2009 and is no longer considered “well
capitalized”.  Also, the Bank is considered “undercapitalized” as of
December 31, 2009.  Due to the regulatory capital position of the
Company and the Bank, and as a result of the limitations imposed on the Bank by
the Order, the Company and the Bank are subject to the operating restrictions
described above.   The most significant restrictions do not allow
the Bank to pay dividends to the Company without prior regulatory approval and
prohibit the Bank from accepting, renewing or rolling over brokered deposits or
from paying interest on deposits above certain nationally prescribed
rates.  Failure to meet regulatory capital requirements may expose the
Company and the Bank to additional regulatory sanctions including mandatory
asset dispositions and seizure.  The going concern assumption is a
fundamental principle in the preparation of financial statements.  It
is the responsibility of management to assess the Company's and Bank's ability
to continue as a going concern.  In assessing this assumption,
management has taken into account all available information about the future,
which is at least, but is not limited to, twelve months from the balance sheet
date of December 31, 2009.  The Bank was well capitalized at
December 31, 2008; however, the Company’s overall condition has declined
significantly during 2009 with continued net losses resulting in significant
deterioration of capital levels, increased levels of nonperforming assets and
the issuance of the Order.





The
effects of the current economic environment are being felt across many
industries, with the financial services industry being particularly hard
hit.  The Company has experienced increasing net losses for the past
three years which have resulted in a retained deficit at December 31, 2009 of
$3,638,017.  The net losses are attributable to increased provisions
for loan losses, net interest margin compression and increasing operating costs,
particularly FDIC depository insurance expense.  Management reviewed
income and expense categories to identify where improvements could be made in an
effort to compensate for the increased costs.  Management has reduced
overhead costs where possible.  Further, management has implemented
strategies to improve their asset/liability monitoring and is working to improve
their net interest margin by placing interest rate floors on all new and
renewing loans and repricing new and maturing deposits at lower
rates.





F-13


AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




As the
net losses continued to increase, the Company’s and Bank’s capital positions
deteriorated rapidly.  At December 31, 2009, the Bank was
undercapitalized.  Management believes that the Company will need to
raise additional capital to enable a return to profitability and to meet the
standards set forth in the Order.  In response to this decision,
management is actively pursuing various strategic options, including the sale of
its Maryville, Tennessee branch, a preferred stock offering and seeking a merger
partner.  In this regard, management is in active discussions with
several parties in an attempt to achieve one of these
objectives.   While the Company plans to focus on the options
described above, access to capital markets is extremely limited in the current
economic environment, and there can be no assurances that the Company's efforts
will be successful and result in sufficient capital infusion. The Company is
also proactively reducing its loans receivable with curtailed loan originations
and through encouraging certain borrowers to refinance their loans with other
banks, or as an alternative, increasing their interest rates to a level
commensurate with the related risk.





The Bank
has seen a decline in the value of the collateral securing its portfolio as well
as rapid deterioration in its borrowers’ cash flow and ability to repay their
outstanding loans to the Bank.  As a result, the Bank’s level of
nonperforming assets has increased substantially during
2009.  Management has developed strategies to reduce the amount of
nonperforming assets on a case-by-case basis; however, this plan is heavily
dependent on the borrowers’ and Bank’s ability to market and sell commercial and
residential real estate properties.





The
Company relies on dividends from the Bank as its primary source of
liquidity.  The Company is a legal entity separate and distinct from
the Bank.  Various legal limitations restrict the Bank from lending or
otherwise supplying funds to the Company to meet its obligations, including
paying dividends.  In addition, the terms of the Order described above
further limit the Bank’s ability to pay dividends to the Company to satisfy its
funding needs.  The Company obtained a note payable during
2008.  The note is due on June 29, 2010.  The Company does
not currently have sufficient funds to pay off this note and it is uncertain
whether the lender will renew it at that time, or whether the Company can raise
sufficient capital to payoff the note.  The Company pledged all of the
stock of the Bank as collateral for the note.





The
Company and Bank operate in a highly-regulated industry and must plan for the
liquidity needs of each entity separately.  A variety of sources of
liquidity have been available to the Bank to meet its funding needs in the past;
however, due to the condition of the Bank and the issuance of the Order, the
number of sources has declined.  The Bank monitors its liquidity daily
and was within its policy guidelines at December 31, 2009.





There can
be no assurances that the Company’s actions referred to above will be
successful. The accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the discharge of liabilities in the normal course of business for the
foreseeable future, and do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets, or the
amounts and classification of liabilities that may result from the outcome of
any regulatory  or lender action, which raises substantial doubt about
the Company's ability to continue as a going concern.





Note
      3.
            Restrictions
      on Cash and Due From Banks





The Bank
is required to maintain average balances on hand or with the Federal Reserve
Bank.  At December 31, 2009 and 2008, these reserve balances amounted
to $25,000 and $25,000, respectively.




F-14




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Note
      4.
            Securities
      Available for Sale





Securities
have been classified in the balance sheet according to management’s intent as
securities available for sale.  The amortized cost and approximate
fair value of securities at December 31, 2009 are as follows:





Amortized
                      Cost
                    
                    
                    Gross
                      Unrealized
                      Gains
                    
                    
                    Gross
                      Unrealized
                      Losses
                    
                    
                    Fair ValueDebt
      securities availablefor
      sale:U.S. Government-sponsored
      Enterprises (GSEs)
                    
                    $
                    3,000,000
                    
                    
                    $
                    2,490
                    
                    
                    $
                    (17,545
                    )
                    
                    $
                    2,984,945




U.S.
Government sponsored enterprises include entities such as Federal National
Mortgage Association, Federal Home Loan Mortgage Corporation, and Federal Home
Loan Banks.





The
securities have maturity dates of one to five years.





Securities
with a carrying value of approximately $2,985,000 at December 31, 2009 were
pledged to secure a federal funds line of credit with Compass Bank.





Upon
acquisition of a security, the Company determines the appropriate impairment
model that is applicable.  If the security is a beneficial interest in
securitized financial assets, the Company uses the beneficial interests in
securitized financial assets impairment model.  If the security is not
a beneficial interest in securitized financial assets, the Company uses the debt
and equity securities impairment model.  The Company conducts periodic
reviews to evaluate each security to determine whether an
other-than-temporary impairment has occurred.  The Company
does not have any securities that have been classified as
other-than-temporarily-impaired at December 31, 2009.





At
December 31, 2009, temporarily impaired securities, and management’s evaluation
of those securities are as follows:





U.S. Government-sponsored
Enterprises:  At December 31, 2009, 4 investments in GSEs
securities had unrealized losses.  These securities have been in an
unrealized loss position less than twelve months.  The Company
believes the unrealized losses on those investments were caused by the interest
rate environment and does not relate to the underlying credit quality of the
issuers.  As a result the Company does not consider those investments
to be other-than-temporarily impaired at December 31, 2009.





Note
      5.
            Federal
      Home Loan Bank Stock





As a
member of the Federal Home Loan Bank (“FHLB”), the Bank is required to maintain
stock in an amount equal to at least 0.15% of total assets and 4% of outstanding
FHLB advances.  Federal Home LoanBank stock is carried at cost and
maintained by the Bank at par value of $100 per share.




F-15




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




Note
      6.
            Loans





A summary
of the balances of loans follows:





December 31,
                        2009
                      
                      
                      December 31,
                        2008Consumer
      installment
                      
                      $
                      2,524,514
                      
                      
                      $
                      3,165,460Commercial
                      
                      
                      12,400,906
                      
                      
                      
                      16,679,407Commercial
      real estate
                      
                      
                      58,386,687
                      
                      
                      
                      62,532,516Residential
      mortgage
                      
                      
                      22,332,890
                      
                      
                      
                      23,323,82795,644,997
                      
                      
                      
                      105,701,210Less:Estimated
      allowance for loan losses
                      
                      
                      (3,082,659
                      )
                      
                      
                      (2,373,648
                      )Loans,
      net
                      
                      $
                      92,562,338
                      
                      
                      $
                      103,327,562





An
analysis of the allowance for loan losses follows:





Year Ended
                      December 31,
                      2009
                    
                    
                    Year Ended
                      December 31,
                      2008Balance,
      beginning
                    
                    $
                    2,373,648
                    
                    
                    $
                    1,094,083Provision
      for loan losses
                    
                    
                    3,146,855
                    
                    
                    
                    1,297,538Recoveries
      of loans previously charged-off
                    
                    
                    96,466
                    
                    
                    
                    111,7685,616,969
                    
                    
                    
                    2,503,389Loans
      charged-off
                    
                    
                    (2,534,310
                    )
                    
                    
                    (129,741
                    )Balance,
      ending
                    
                    $
                    3,082,659
                    
                    
                    $
                    2,373,648





The
following is a summary of information pertaining to impaired and non-accrual
loans:





December 31,
                          
                          
                          December 31,2009
                          
                          
                          2008Impaired
      loans without a specific valuation allowance
                          
                          $
                          5,324,899
                          
                          
                          $
                          -Impaired
      loans with a specific valuation allowance
                          
                          $
                          6,622,969
                          
                          
                          $
                          6,414,683Total
      specifically evaluated impaired loans
                          
                          $
                          11,947,868
                          
                          
                          $
                          6,414,683Specific
      valuation allowance related to impaired loans
                          
                          $
                          2,049,912
                          
                          
                          $
                          1,512,511Past-due
      loans ninety days or more and still accruing
                          
                          $
                          3,707,470
                          
                          
                          $
                          -Total
      non-accrual loans
                          
                          $
                          7,790,863
                          
                          
                          $
                          599,667




F-16




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




Years Ended December 31,2009
                  
                  
                  2008Average
      investment in specifically evaluated impaired loans
                  
                  $
                  12,665,313
                  
                  
                  $
                  3,771,924Interest
      income recognized on impaired loans
                  
                  $
                  376,913
                  
                  
                  $
                  381,454Interest
      income recognized on a cash basis on impaired loans
                  
                  $
                  384,326
                  
                  
                  $
                  389,381





In
addition to the specifically evaluated impaired loans above, the Bank
collectively evaluates large groups of smaller balance homogeneous loans for
impairment.  Loans collectively evaluated for impairment, with a
classification of substandard or doubtful, as of December 31, 2009 and 2008,
were $2,971,100 and $739,517, respectively.  The Bank has reserved
$101,994 and $29,150 related to these loans as of December 31, 2009 and 2008,
respectively.





No
additional funds are committed to be advanced in connection with impaired
loans.





The
Company follows the loan impairment accounting guidance in ASC Topic
310.  A loan is considered impaired when, based on current information
and events, it is probable that the Company will be unable to collect all
amounts due from the borrower in accordance with the contractual terms of the
loan.  Impaired loans include nonperforming commercial loans and loans
modified in troubled debt restructurings where concessions have been granted to
borrowers experiencing financial difficulties.  These concessions
could include a reduction in interest rates, payment extensions, forgiveness of
principal, forbearance or other actions intended to maximize
collections.





In the
normal course of business, the Bank makes loans to directors, executive officers
and principal shareholders of the Bank on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other borrowers.  Annual activity
consisted of the following:





December 31,
                    2009
                  
                  
                  December 31,
                    2008Beginning
      balance
                  
                  $
                  2,068,606
                  
                  
                  $
                  3,780,866Net
      new loans
                  
                  
                  1,712,329
                  
                  
                  
                  2,230,241Repayments
                  
                  
                  (2,782,119
                  )
                  
                  
                  (3,942,501
                  )Ending
      balance
                  
                  $
                  998,816
                  
                  
                  $
                  2,068,606





Note
      7.
            Premises
      and Equipment





The major
classes of premises and equipment and the total accumulated depreciation are as
follows:





December 31,
                    2009
                  
                  
                  December 31,
                    2008Land
                  
                  $
                  1,670,363
                  
                  
                  $
                  1,670,363Land
      for future development
                  
                  
                  564,712
                  
                  
                  
                  564,712Premises
      and improvements
                  
                  
                  2,575,058
                  
                  
                  
                  2,575,058Furniture
      and equipment
                  
                  
                  2,324,319
                  
                  
                  
                  2,305,3607,134,452
                  
                  
                  
                  7,115,493Less:
      Accumulated depreciation
                  
                  
                  (2,087,405
                  )
                  
                  
                  (1,797,808
                  )$
                  5,047,047
                  
                  
                  $
                  5,317,685





Depreciation
and amortization expense of premises and equipment for 2009 and 2008 was
$298,895 and $317,162, respectively.





F-17


AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Rental
expense under operating leases for 2009 and 2008 was $54,606 and $49,561,
respectively.





Future
minimum rental payments required under noncancellable operating leases for
equipment and data processing fees under operating agreements were as
follows:





2010
                  
                  $
                  24,6612011
                  
                  
                  20,5122012
                  
                  
                  9,608$
                  54,781





Note
      8.
            Federal
      Home Loan Bank Advances and Other
Borrowings





Pursuant
to collateral agreements with the FHLB, the advances are collateralized by
specific first mortgage loans.  TheFHLB’s required unpaid principal
balance of eligible mortgages was $6,950,621 at December 31,
2009.  The advances at December 31, 2009, have maturity dates as
follows:





Maturity
      Date
                    
                    Interest
      Rate
                    
                    
                    December
      31, 200904/01/10
                    
                    
                    3.56
                    
                    
                    $
                    457,47308/04/10
                    
                    
                    3.63
                    
                    
                    
                    1,500,00001/01/11
                    
                    
                    4.37
                    
                    
                    
                    353,02406/03/11
                    
                    
                    3.69
                    
                    
                    
                    3,000,000$
                    5,310,497





As of
December 31, 2009, the Company had $250,000 available in unfunded letters of
credit with the FHLB.





On
December 30, 2008, the Company entered into a promissory note and Commercial
Loan Agreement with Jefferson Federal Bank whereby the Company borrowed
$1,000,000 from the lender secured by all of the outstanding shares of common
stock of the Bank, pursuant to a Commercial Security Agreement entered into by
the parties concurrently with the loan.





The loan
contemplates a multiple advance draw loan, with the principal balance not to
exceed $1,000,000.  Interest will accrue on the loan at the rate of
6.0% per year, with payment required upon demand, but if no demand is made, then
payment must be made in quarterly payments of accrued interest calculated on the
amount outstanding beginning on March 30, 2009, and principal due on March 31,
2010.  The Company may prepay the loan at any time by paying all
principal, interest, escrow, late fees, and all other amounts due in
full.  Amounts outstanding at December 31, 2009 and 2008 under this
promissory note were $1,000,000 and $1,000,000, respectively. Subsequent to
December 31, 2009, the maturity date was extended until June 29, 2010, with all
accrued interest being paid through March 31, 2010.





On
September 29, 2009, the Company entered into four unsecured promissory notes
with four of its directors whereby the Company borrowed $7,000 from each
individual for a total of $28,000.  Interest will accrue on the loans
at the rate of 6.0% per year with payment of any unpaid balance and accrued
interest due upon demand.




F-18




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




Note
      9.
            Income
      Tax





Net
deferred tax assets consist of the following components as of December 31, 2009
and 2008:





2009
                                
                                
                                2008Deferred
      Tax Assets:Allowance
      for loan losses
                                
                                $
                                921,746
                                
                                
                                $
                                908,870Amortization
      of intangibles, start-up cost and organizational costs
                                
                                
                                16,592
                                
                                
                                
                                19,145Interest
      on non-accrual loans
                                
                                
                                131,703
                                
                                
                                
                                8,847Deferred
      compensation
                                
                                
                                46,094
                                
                                
                                
                                28,236Net
      operating loss carryforward
                                
                                
                                745,831
                                
                                
                                
                                -Valuation
      allowance
                                
                                
                                (1,475,854
                                )
                                
                                
                                -Other
                                
                                
                                52,498
                                
                                
                                
                                28,259438,610
                                
                                
                                
                                993,357Deferred
      Tax Liabilities:FHLB
      stock dividends
                                
                                
                                3,943
                                
                                
                                
                                3,943Earnings
      on cash surrender value of life insurance
                                
                                
                                83,712
                                
                                
                                
                                41,105Depreciable
      assets
                                
                                
                                122,652
                                
                                
                                
                                159,984210,307
                                
                                
                                
                                205,032Net
      deferred tax assets
                                
                                $
                                228,303
                                
                                
                                $
                                788,325





At
December 31, 2009, the Company had approximately $1,800,000 federal and
$2,900,000 state net operating loss carryforwards expiring in 2029 and 2024,
respectively.  The Company recorded a deferred tax asset of
approximately $746,000 as of December 31, 2009 for the benefit of these
losses.





Realization
of deferred tax assets associated with the net operating loss carryforwards is
dependent upon generating sufficient taxable income prior to their expiration.
Due to the current economic condition and losses recognized over the last three
years, the Company established a valuation allowance during 2009 against a
majority of its deferred tax assets. The Company intends to maintain this
valuation allowance until it determines it is more likely than not that the
asset can be realized through current and future taxable income. If future
events change the assumptions and estimates regarding the Company’s future
earnings, an additional deferred tax asset valuation allowance may be
recorded.





The
provision for income taxes charged to income for the years ended December 31,
2009 and 2008 consists of the following:





2009
                    
                    
                    2008Current
      tax (benefit) expense
                    
                    $
                    (361,463
                    )
                    
                    $
                    94,297Deferred
      tax expense (benefit)
                    
                    
                    565,787
                    
                    
                    
                    (469,028
                    )Total
      income tax expense (benefit)
                    
                    $
                    204,324
                    
                    
                    $
                    (374,731
                    )





The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate to pretax income for the years ended
December 31, 2009 and 2008 due to the following:





F-19




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




2009
                        
                        
                        2008Computed
      “expected” taxexpense
      (benefit)
                        
                        $
                        (1,298,237
                        )
                        
                        $
                        (317,376
                        )State
      income tax (benefit),net
      of federal benefits
                        
                        
                        (163,807
                        )
                        
                        
                        (40,045
                        )Deferred
      tax valuation allowance
                        
                        
                        1,475,854
                        
                        
                        
                        -Other,
      net
                        
                        
                        190,514
                        
                        
                        
                        (17,310
                        )$
                        204,324
                        
                        
                        $
                        (374,731
                        )





Note
      10.
            Deposits





The
aggregate amount of time deposits in denominations of $100,000 or more at
December 31, 2009 and 2008 was $17,333,950 and $15,556,207,
respectively.





At
December 31, 2009, the scheduled maturities of time deposits are as
follows:


2010
                                
                                $
                                63,194,8402011
                                
                                
                                10,555,6932012
                                
                                
                                539,8132013
                                
                                
                                37,424$
                                74,327,770





Deposits
from related parties held by the Bank at December 31, 2009 and 2008, amounted to
approximately $786,000 and $852,000, respectively.





Note
      11.
            Financial
      Instruments With Off-Balance-Sheet
Risk





In the
normal course of business, the Bank has outstanding commitments and contingent
liabilities, such as commitments to extend credit and standby letters of credit,
which are not included in the accompanying financial statements.  The
Bank’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 Bank uses the same credit policies in making such
commitments as it does for instruments that are included in the balance
sheet.  At December 31, 2009 and 2008, undisbursed loan
commitments aggregated $7,934,336 and $10,871,376, respectively.  In
addition, there were outstanding standby letters of credit
totaling    $45,000 and $47,400,
respectively.  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 many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash
requirements.  The Bank evaluates each customer’s creditworthiness on
a case-by-case basis.  The amount of collateral obtained, if deemed
necessary by the Bank 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 Bank 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 Bank’s policy for obtaining collateral,
and the nature of such collateral, is essentially the same as that involved in
making commitments to extend credit.




F-20


AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Note 12.
            Regulatory Matters and Capital
      Requirements





The Bank
is subject to various regulatory capital requirements administered by the
federal banking agencies.  Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material affect on the Bank and the consolidated financial
statements.  Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Bank must meet specific capital
guidelines that involve quantitative measures of the Bank’s assets, liabilities,
and certain off-balance sheet items as calculated under regulatory accounting
practices.  The Bank’s capital amounts and 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 Bank
to maintain minimum amounts and ratios (set forth in the table below) of total
and Tier I capital (as defined in the regulations) to risk-weighted assets (as
defined), and of Tier I capital (as defined) to average assets (as
defined).





The Bank
may not issue dividends or make other capital distributions, and may not accept
brokered or high rate deposits, as defined, due to the level of its risk-based
capital as more fully explained in Note 2.





Under the
regulatory framework for prompt corrective action, the Bank's capital status may
preclude the Bank from access to borrowings from the Federal Reserve System
through the discount window. Also, as required by the framework and as more
fully explained in Note 2, the Bank has a capital plan that has been filed with
the FDIC and is awaiting acceptance. The plan outlines the Bank's steps for
attaining the required levels of regulatory capital.





The Order
the Bank was issued by the FDIC and TDFI requires the Bank to maintain a Tier 1
capital ratio equal to or greater than 8%, Tier 1 risk-based capital ratio equal
to or greater than 10%, and total risk-based capital ratio equal to or greater
than 11% in accordance with the definitions and calculations in 12 C.F.R Part
325, Appendix A.  The Bank’s actual capital amounts, ratios, and
minimum capital requirements per the Order are presented in the table
below.





Actual
                              
                              Minimum
      Amount
                                Necessary For Capital
                                Adequacy
      Purposes
                              
                              Minimum Amount
                                Necessary
      To Be
                                Well
                                Capitalized
      Under
                                Prompt
      Corrective
                                Action
      Provisions
                              
                              
                              
                              To Comply With
                                Minimum Capital
                                Requirements
                                Per
      OrderAmount
                              
                              
                              Ratio
                              
                              
                              
                              Amount
                              
                              
                              Ratio
                              
                              
                              
                              Amount
                              
                              
                              Ratio
                              
                              
                              
                              Amount
                              
                              
                              RatioAs
      of December 31, 2009 (in Thousands)Tier 1 Capital (To Average
      Assets)
                              
                              $
                              5,167
                              
                              
                              
                              4.29
                              %
                              >
                              
                              $
                              4,817
                              
                              
                              
                              4
                              %
                              >
                              
                              $
                              6,021
                              
                              
                              
                              5
                              %
                              >
                              
                              $
                              9,634
                              
                              
                              
                              8
                              %Tier 1 Capital (To Risk Weighted
      Assets)
                              
                              $
                              5,167
                              
                              
                              
                              5.94
                              %
                              >
                              
                              $
                              3,480
                              
                              
                              
                              4
                              %
                              >
                              
                              $
                              5,220
                              
                              
                              
                              6
                              %
                              >
                              
                              $
                              8,701
                              
                              
                              
                              10
                              %Total Capital (To Risk Weighted
      Assets)
                              
                              $
                              6,279
                              
                              
                              
                              7.22
                              %
                              >
                              
                              $
                              6,961
                              
                              
                              
                              8
                              %
                              >
                              
                              $
                              8,701
                              
                              
                              
                              10
                              %
                              >
                              
                              $
                              9,571
                              
                              
                              
                              11
                              %As
      of December 31, 2008 (in Thousands)Tier 1 Capital (To Average
      Assets)
                              
                              $
                              9,305
                              
                              
                              
                              7.85
                              %
                              >
                              
                              $
                              4,743
                              
                              
                              
                              4
                              %
                              >
                              
                              $
                              5,928
                              
                              
                              
                              5
                              %
                              
                              
                              
                              N/A
                              
                              
                              
                              N/ATier 1 Capital (To Risk Weighted
      Assets)
                              
                              $
                              9,305
                              
                              
                              
                              9.15
                              %
                              >
                              
                              $
                              4,069
                              
                              
                              
                              4
                              %
                              >
                              
                              $
                              6,119
                              
                              
                              
                              6
                              %
                              
                              
                              
                              N/A
                              
                              
                              
                              N/ATotal Capital (To Risk Weighted
      Assets)
                              
                              $
                              10,396
                              
                              
                              
                              10.22
                              %
                              >
                              
                              $
                              8,138
                              
                              
                              
                              8
                              %
                              >
                              
                              $
                              10,198
                              
                              
                              
                              10
                              %
                              
                              
                              
                              N/A
                              
                              
                              
                              N/A




F-21




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Note
      13.
            Fair
      Value Disclosures





The
Company uses fair value measurements to record fair value adjustments to certain
assets and liabilities and to determine fair value disclosures.  In
accordance with the Fair Value
Measurements and Disclosures ASC Topic 820, the fair value of a financial
instrument is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date.  Fair value is best determined based upon quoted
market prices.  In cases where quoted market prices are not available,
fair values are based on estimates using present value or other valuation
techniques.  Those 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.





ASC Topic
820 provides a consistent definition of fair value, which focuses on exit price
in an orderly transaction between market participants at the measurement date
under current market conditions.  If there has been a significant
decrease in the volume and level of activity for the asset or liability, a
change in valuation technique or the use of multiple valuation techniques may be
appropriate.  In such instances, determining the price at which
willing market participants would transact at the measurement date under current
market conditions depends on the facts and circumstances and requires the use of
significant judgment.  The fair value is a reasonable point within the
range that is most representative of fair value under current market
conditions.





ASC Topic
820 also establishes a three-tier fair value hierarchy which requires an entity
to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value, as follows:





Level 1 -
Quoted prices (unadjusted) in active markets for identical assets or liabilities
that the Company has the ability to access.





Level 2 -
Significant other observable inputs other than Level 1 prices, such as quoted
prices for similar assets or liabilities in active markets, quoted prices in
markets that are not active and other inputs that are observable or can be
corroborated by observable market data.





Level 3 -
Significant unobservable inputs that reflect the Company’s own assumptions about
the assumptions that market participants would use in pricing an asset or
liability.





A
financial instrument’s categorization within the valuation hierarchy is based
upon the lowest level of input that is significant to the fair value
measurement.




F-22




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




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





Cash and
cash equivalents:





The
carrying amounts of cash and due from banks, interest-bearing deposits in banks,
and federal funds sold approximate fair values based on the short-term nature of
the assets.





Securities:





Fair
values are estimated using pricing models and discounted cash flows that
consider standard input factors such as observable market data, benchmark
yields, interest rate volatilities, broker/dealer quotes, and credit
spreads.  Securities classified as available for sale are reported at
fair value utilizing Level 2 inputs.





The
carrying value of Federal Home Loan Bank stock approximates fair value based on
the redemption provisions of the Federal Home Loan Bank.





Loans:





For
variable-rate loans that reprice frequently and with no significant change in
credit risk, fair values are based on carrying values. Fair values for
fixed-rate loans are estimated usingdiscounted cash flow analyses, using market
interest rates for comparable loans.  Loans for which it is probable
that payment of interest and principal will not be made in accordance with the
contractual terms of the loan agreement are considered impaired.  Once
a loan is identified as individually impaired, management measures impairment in
accordance with ASC Topic 310, Accounting by Creditorsfor Impairment of a
Loan.  The fair value of impaired loans is estimated using
several methods including collateral value, liquidation value and discounted
cash flows.  Those impaired loans not requiring an allowance represent
loans for which the fair value of the expected repayments or collateral exceed
the recorded investments in such loans.  At December 31, 2009 and
2008, substantially all of the total impaired loans were evaluated based on the
fair value of collateral.  In accordance with ASC Topic 820, impaired
loans where an allowance is established based on the fair value of collateral
require classification in the fair value hierarchy.  When the fair
value of the collateral is based on an observable market price or a current
appraised value, the Company records the impaired loan as nonrecurring
Level 2.  When an appraised value is not available or management
determines the fair value of the collateral is further impaired below the
appraised value and there is no observable market price, the Company records the
impaired loan as nonrecurring Level 3.





Accrued
interest:





The
carrying amounts of accrued interest approximate fair value.





Foreclosed
assets:





Foreclosed
assets, consisting of properties obtained through foreclosure or in satisfaction
of loans, is initially recorded at fair value, determined on the basis of
current appraisals, comparable sales, and other estimates of value obtained
principally from independent sources, adjusted for estimated selling
costs.  At the time of foreclosure, any excess of the loan balance
over the fair value of the real estate held as collateral is treated as a charge
against the allowance for loan losses.  Gains or losses on sale and
any subsequent adjustment to the fair value are recorded as a component of
foreclosed real estate expense.  Foreclosed assets are included in
Level 2 of the valuation hierarchy when the fair value is based on an observable
market price or a current appraised value.  When an appraised value is
not available or management determines the foreclosed asset is impaired below
the appraised value and there is no observable market price, the Company records
the foreclosed asset as nonrecurring Level 3.





F-23


AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  Cash
surrender value of bank owned life insurance:





The
carrying amounts of cash surrender value of bank owned life insurance
approximate their fair value.  The carrying amount is based on
information received from the insurance carriers indicating the financial
performance of the policies and the amount the Company would receive should the
policies be surrendered.  The Company reflects these assets within
Level 2 of the valuation hierarchy.





Deposits:





The fair
value of deposits with no stated maturity, such as noninterest-bearing demand
deposits and NOW, money market, and savings accounts, is equal to the amount
payable on demand at the reporting date.  The carrying amounts of
variable-rate, fixed-term money market accounts and certificates of deposit
approximate their fair values at the reporting date.  Fair values for
fixed-rate certificates of deposit are estimated using a discounted cash flow
calculation that applies market interest rates on comparable instruments to a
schedule of aggregated expected monthly maturities on time
deposits.





Federal
Home Loan Bank and other borrowings:





Fair
values of Federal Home Loan Bank and other borrowings are estimated using
discounted cash flow analyses based on the Company’s current incremental
borrowing rates for similar types of borrowing arrangements.





The
tables below present the recorded amount of assets and liabilities measured at
fair value on a recurring basis.




Quoted
      Prices in
                          
                          
                          Significant
                          
                          
                          SignificantBalance
      as
                          
                          
                          Active
      Markets
                          
                          
                          Other
                          
                          
                          Otherof
                          
                          
                          for
      Identical
                          
                          
                          Observable
                          
                          
                          UnobservableDecember
      31,
                          
                          
                          Assets
                          
                          
                          Inputs
                          
                          
                          Inputs2009
                          
                          
                          (Level 1)
                          
                          
                          (Level 2)
                          
                          
                          (Level 3)Securities
      availablefor
      sale:U.S.
      Government-sponsoredEnterprises
      (GSEs)
                          
                          $
                          2,984,945
                          
                          
                          $
                          -
                          
                          
                          $
                          2,984,945
                          
                          
                          $
                          -Cash
      surrender valueof
      life insurance
                          
                          $
                          2,464,771
                          
                          
                          $
                          -
                          
                          
                          $
                          2,464,771
                          
                          
                          $
                          -




Quoted Prices in
                                      
                                      
                                      Significant
                                      
                                      
                                      SignificantBalance as
                                      
                                      
                                      Active Markets
                                      
                                      
                                      Other
                                      
                                      
                                      Otherof
                                      
                                      
                                      for Identical
                                      
                                      
                                      Observable
                                      
                                      
                                      UnobservableDecember 31,
                                      
                                      
                                      Assets
                                      
                                      
                                      Inputs
                                      
                                      
                                      Inputs2008
                                      
                                      
                                      (Level 1)
                                      
                                      
                                      (Level 2)
                                      
                                      
                                      (Level 3)Cash
      surrender valueof
      life insurance
                                      
                                      $
                                      2,353,498
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      2,353,498
                                      
                                      
                                      $
                                      -





The
Company has no assets or liabilities whose fair values are measured on a
recurring basis using Level 3 inputs.





F-24


AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  Certain
assets and liabilities are measured at fair value on a nonrecurring basis, which
means the assets and liabilities are not measured at fair value on an ongoing
basis but are subject to fair value adjustments in certain circumstances (for
example, when there is evidence of impairment).  The tables below
present information about assets and liabilities on the balance sheet at
December 31, 2009 and 2008, for which a nonrecurring change in fair value
was recorded.




Quoted
      Prices in
                      
                      
                      Significant
                      
                      
                      SignificantBalance
      as
                      
                      
                      Active
      Markets
                      
                      
                      Other
                      
                      
                      Otherof
                      
                      
                      for
      Identical
                      
                      
                      Observable
                      
                      
                      UnobservableDecember
      31,
                      
                      
                      Assets
                      
                      
                      Inputs
                      
                      
                      Inputs2009
                      
                      
                      (Level 1)
                      
                      
                      (Level 2)
                      
                      
                      (Level 3)Impaired
      loans
                      
                      $
                      4,573,057
                      
                      
                      $
                      -
                      
                      
                      $
                      4,573,057
                      
                      
                      $
                      -Foreclosed
      real estate
                      
                      
                      3,409,635
                      
                      
                      
                      -
                      
                      
                      
                      2,487,125
                      
                      
                      
                      922,510




Quoted
      Prices in
                            
                            
                            Significant
                            
                            
                            SignificantBalance
      as
                            
                            
                            Active
      Markets
                            
                            
                            Other
                            
                            
                            Otherof
                            
                            
                            for
      Identical
                            
                            
                            Observable
                            
                            
                            UnobservableDecember
      31,
                            
                            
                            Assets
                            
                            
                            Inputs
                            
                            
                            Inputs2008
                            
                            
                            (Level 1)
                            
                            
                            (Level 2)
                            
                            
                            (Level 3)Impaired
      loans
                            
                            $
                            4,902,172
                            
                            
                            $
                            -
                            
                            
                            $
                            4,902,172
                            
                            
                            $
                            -




Loans
include impaired loans held for investment for which an allowance for loan
losses has been calculated based upon the fair value of the loans at December
31, 2009 and 2008.





The
carrying amount and estimated fair value of the Company's financial instruments
at December 31, 2009 and 2008, are as follows:





December 31, 2009
                          
                          
                          December 31, 2008Carrying
                          
                          
                          Fair
                          
                          
                          Carrying
                          
                          
                          FairAmount
                          
                          
                          Value
                          
                          
                          Amount
                          
                          
                          ValueFinancial
      Assets:Cash
      and cash equivalents
                          
                          $
                          10,214,016
                          
                          
                          $
                          10,214,016
                          
                          
                          $
                          6,396,406
                          
                          
                          $
                          6,396,406Securities
      available for sale
                          
                          
                          2,984,945
                          
                          
                          
                          2,984,945
                          
                          
                          
                          -
                          
                          
                          
                          -Federal
      Home Loan Bank stock
                          
                          
                          296,500
                          
                          
                          
                          296,500
                          
                          
                          
                          291,200
                          
                          
                          
                          291,200Loans,
      net
                          
                          
                          92,562,338
                          
                          
                          
                          92,675,811
                          
                          
                          
                          103,327,562
                          
                          
                          
                          103,366,947Accrued
      interest receivable
                          
                          
                          390,165
                          
                          
                          
                          390,165
                          
                          
                          
                          505,460
                          
                          
                          
                          505,460Cash
      surrender value of life insurance
                          
                          
                          2,464,771
                          
                          
                          
                          2,464,771
                          
                          
                          
                          2,353,498
                          
                          
                          
                          2,353,498Financial
      Liabilities:Deposits
                          
                          
                          106,509,580
                          
                          
                          
                          107,009,991
                          
                          
                          
                          103,739,177
                          
                          
                          
                          104,400,737Accrued
      interest payable
                          
                          
                          621,045
                          
                          
                          
                          621,045
                          
                          
                          
                          522,592
                          
                          
                          
                          522,592Federal
      Home Loan Bank and otherborrowings
                          
                          
                          6,338,497
                          
                          
                          
                          6,495,938
                          
                          
                          
                          6,506,805
                          
                          
                          
                          6,656,364




F-25




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




Note
      14.
            Employee
      Benefit Plans





The
      Company has a retirement savings 401(k) plan in which all employees may
      participate.  To be eligible, an employee must complete six (6)
      months of service and reach their entry date.  An entry date is
      the first day of the Plan Year quarter coinciding with or following the
      date that satisfies the Plan’s eligibility requirements.  For
      2009, employees may make pretax, voluntary contributions in amounts up to
      $16,500 (age 49 or less) and $22,000 (age 50 and older).  The
      Company may make discretionary matching contributions equal to a uniform
      percentage of tiered salary deferrals.  This percentage will
      be  determined each year. The Company’s expense for the plan was
      $17,972 and $45,147 for the years ended December 31, 2009 and 2008,
      respectively.





Note
      15.
            Stock
      Option Plan





The
      Company has an employee Stock Option Plan (the “Plan”) under which certain
      employees may be granted options to purchase shares of the Company’s
      authorized but unissued common stock.  The maximum number of
      shares of the Company’s common stock available for issuance under the Plan
      is 375,000 shares.  The maximum number of shares available for
      future grants under the Plan was 166,859 shares for the years ended
      December 31, 2009 and 2008.  Under the Plan, 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.  Proceeds received by the
      Company from exercises of the stock options are credited to common stock
      and additional paid-in capital.  No stock options were granted
      during 2009 or 2008.





A
      summary of the status of the Company’s stock option plan is presented
      below:




Years
      Ended December 31,2009
                              
                              
                              2008Average
                              
                              
                              Aggregate
                              
                              
                              
                              
                              
                              Average
                              
                              
                              AggregateExercise
                              
                              
                              Intrinsic
                              
                              
                              
                              
                              
                              Exercise
                              
                              
                              IntrinsicShares
                              
                              
                              Price
                              
                              
                              Value(1)
                              
                              
                              Shares
                              
                              
                              Price
                              
                              
                              Value(1)Outstanding
      at beginningof
      year
                              
                              
                              71,150
                              
                              
                              $
                              6.92
                              
                              
                              
                              
                              
                              
                              206,619
                              
                              
                              $
                              5.01Granted
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -Exercised
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              (75,000
                              )
                              
                              
                              3.33Forfeited
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              
                              
                              
                              (60,469
                              )
                              
                              
                              4.86Outstanding
      at end ofyear
                              
                              
                              71,150
                              
                              
                              $
                              6.92
                              
                              
                              $
                              -
                              
                              
                              
                              71,150
                              
                              
                              $
                              6.92
                              
                              
                              $
                              63,460Options
      exercisable atyear-end
                              
                              
                              71,150
                              
                              
                              $
                              6.92
                              
                              
                              $
                              -
                              
                              
                              
                              71,150
                              
                              
                              $
                              6.92
                              
                              
                              $
                              63,460





(1) The
aggregate intrinsic value of a stock option in the table above represents the
total pre-tax intrinsic value (the amount by which the current market value of
the underlying stock exceeds the exercise price of the option) that would have
been received by the option holders had all option holders exercised their
options on December 31, 2009 and 2008, respectively. This amount changes based
on changes in the market value of the Company's stock. The fair value (present
value of the estimated future benefit to the option holder) of each option grant
is estimated on the date of grant using the Black-Scholes option pricing
model.





F-26




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




The
following tables summarize the information about the stock options outstanding
and exercisable at December 31, 2009:




Stock Options OutstandingWeighted AverageNumber of
                      
                      
                      RemainingOptions
                      
                      
                      ContractualExercise Price
                      
                      Outstanding
                      
                      
                      Life in Years$
                      3.33
                      
                      
                      38,000
                      
                      
                      
                      1.5$
                      5.33
                      
                      
                      15,000
                      
                      
                      
                      2.0$
                      7.67
                      
                      
                      2,400
                      
                      
                      
                      2.8$
                      13.00
                      
                      
                      100
                      
                      
                      
                      3.8$
                      17.00
                      
                      
                      550
                      
                      
                      
                      4.7$
                      17.00
                      
                      
                      15,000
                      
                      
                      
                      4.7$
                      19.00
                      
                      
                      100
                      
                      
                      
                      5.371,150
                      
                      
                      
                      2.4





Note
      16.
              Salary
      Deferral Plan





The
Company has a nonqualified salary deferral plan for certain directors and key
officers.  As a result, the Company is the owner of single premium
life insurance policies on the life of each participant and is the beneficiary
of the policy values, which have an aggregate face value amount of
$6,244,029.  The cash surrender value of the policies, which is
reflected in the accompanying consolidated balance sheets as of December 31,
2009 and 2008 are $2,464,771 and $2,353,498,
respectively.  Additionally, the associated net non-cash income, which
is included in the cash surrender value, are $111,273 and $107,352 for the years
ended December 31, 2009 and 2008, respectively.





The
Company recognized $46,640 and $56,206 in compensation expense related to the
salary deferral plan for the years ended December 31, 2009 and 2008,
respectively, which is included in salaries and employee benefits in the
accompanying consolidated statements of income.  The net present value
of future obligations owed the participants in the salary deferral plan, which
is included in other liabilities in the accompanying consolidated balance sheets
at December 31, 2009 and 2008, are $120,144 and $73,504,
respectively.





Note
      17.
            Contingencies





The
Company is involved in certain claims arising from normal business
activities.  Management believes that those claims are without merit
and that the ultimate liability, if any, resulting from them will not materially
affect the Bank's financial condition or the Company's consolidated financial
position.





Note
      18.
            Liquidity
      and Capital Resources





The
Company’s primary source of funds with which to pay its future obligations is
the receipt of dividends from its subsidiary bank.  The Bank is
undercapitalized at December 31, 2009 and must have FDIC and TDFI’s approval
prior to payment of any cash dividends in accordance with the Order more fully
explained in Note 2.  Furthermore, under Tennessee law, the amount of
dividends that may be declared by the Bank in a year without approval of the
Commissioner of the TDFI is limited to net income for that year combined with
retained net income for the two preceding years.  Because of the
Bank’s losses in 2008 and 2009 and the Order’s restrictions on the Bank’s
ability to pay dividends to the Company, dividends from the Bank to the Company,
including funds for payment of interest on the Company’s indebtedness, to the
extent that cash on hand at the Company is not sufficient to make such payments,
will require prior approval of the Commissioner of the TDFI and the
FDIC.




F-27




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




Note
      19.
            Capital
      Structure





Common
Stock


The Board
of Directors of the Holding Company is authorized to issue up to 6,000,000
shares of common stock.  Holders of common stock have unlimited voting
rights and are entitled to receive the net assets of the Holding Company upon
dissolution.





Preferred
Stock


The Board
of Directors of the Holding Company is authorized to issue up to 1,000,000
shares of preferred stock.  Shares of the preferred stock may be
issued from time to time in one or more series, each such series to be so
designated as to distinguish the shares thereof from the shares of all other
series and classes.  The Board of Directors has the authority to
divide any or all classes of preferred stock into series and to fix and
determine the relative rights and preferences ofthe shares of any series so
established.  The preferred stock is not
redeemable.





Note
      20.
            Condensed
      Financial Statements of Parent
Company





Financial
information pertaining only to American Patriot Financial Group, Inc. is as
follows:




December 31, 2009
                          
                          
                          December 31, 2008Balance
      SheetsAssetsCash
      and due from banks
                          
                          $
                          23,721
                          
                          
                          $
                          2,338Investment
      in American Patriot Bank
                          
                          
                          5,385,641
                          
                          
                          
                          9,305,528Other
      assets
                          
                          
                          32,872
                          
                          
                          
                          63,308Total
      assets
                          
                          $
                          5,442,234
                          
                          
                          $
                          9,371,174Liabilities
      and Stockholders’ EquityAccrued
      expenses
                          
                          $
                          97,944
                          
                          
                          $
                          22,925Notes
      payable
                          
                          
                          1,028,000
                          
                          
                          
                          1,000,000Total
      liabilities
                          
                          
                          1,125,944
                          
                          
                          
                          1,022,925Stockholders’
      EquityStock:Preferred
      stock, no par value;authorized
      1,000,000 shares;none
      issued and outstandingCommon
      stock, $0.333 par value;authorized
      6,000,000 shares;issued
      and outstanding 2,389,391shares
      at December 31, 2009 andDecember
      31, 2008
                          
                          
                          796,337
                          
                          
                          
                          796,337Additional
      paid-in capital
                          
                          
                          7,167,260
                          
                          
                          
                          7,167,260Retained
      earnings
                          
                          
                          (3,638,017
                          )
                          
                          
                          384,652Accumulated
      other comprehensive income
                          
                          
                          (9,290
                          )
                          
                          
                          -Total Stockholders’
      Equity
                          
                          
                          4,316,290
                          
                          
                          
                          8,348,249Total Liabilities and
      Stockholders’ Equity
                          
                          $
                          5,442,234
                          
                          
                          $
                          9,371,174




F-28




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS




Statements of Operations
                      
                      Year Ended
                        December 31, 2009
                      
                      
                      Year Ended
                        December 31, 2008IncomeDividends
      from American Patriot Bank
                      
                      $
                      27,400
                      
                      
                      $
                      22,000Total income
                      
                      
                      27,400
                      
                      
                      
                      22,000Operating
      expenses
                      
                      
                      139,472
                      
                      
                      
                      113,579Loss
      before income taxes and equityin
      undistributed earnings of AmericanPatriot
      Bank
                      
                      
                      (112,072
                      )
                      
                      
                      (91,579
                      )Applicable
      income tax benefit
                      
                      
                      -
                      
                      
                      
                      (62,644
                      )(112,072
                      )
                      
                      
                      (28,935
                      )Equity
      in undistributed net loss
                      
                      
                      (3,910,597
                      )
                      
                      
                      (529,793
                      )Net
      loss
                      
                      $
                      (4,022,669
                      )
                      
                      $
                      (558,728
                      )




F-29




AMERICAN
PATRIOT FINANCIAL GROUP, INC. AND SUBSIDIARY
 Greeneville,
Tennessee
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


Statements of Cash Flows
                        
                        Year Ended
                          December 31,
                          2009
                        
                        
                        Year Ended
                          December 31,
                          2008Cash
      flows from operating activities:Net
      loss
                        
                        $
                        (4,022,669
                        )
                        
                        $
                        (558,728
                        )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Equity
      in undistributed loss of American Patriot Bank
                        
                        
                        3,910,597
                        
                        
                        
                        529,793Deferred
      income tax expense
                        
                        
                        -
                        
                        
                        
                        664Increase
      in other liabilities
                        
                        
                        75,019
                        
                        
                        
                        20,424Decrease
      (increase) in other assets
                        
                        
                        30,436
                        
                        
                        
                        (16,832
                        )Net
      cash used in operating activities
                        
                        
                        (6,617
                        )
                        
                        
                        (24,679
                        )Cash
      flows from investing activities:Capital
      contribution to subsidiary
                        
                        
                        -
                        
                        
                        
                        (1,225,000
                        )Net
      cash used in investing activities
                        
                        
                        -
                        
                        
                        
                        (1,225,000
                        )Cash
      flows from financing activities:Issuance
      of common stock
                        
                        
                        -
                        
                        
                        
                        249,975Proceeds
      from debt issuance
                        
                        
                        -
                        
                        
                        
                        1,000,000Proceeds
      from other borrowings
                        
                        
                        28,000
                        
                        
                        
                        -Net
      cash provided by financing activities
                        
                        
                        28,000
                        
                        
                        
                        1,249,975Net
      increase in cash and cash equivalents
                        
                        
                        21,383
                        
                        
                        
                        296Cash
      and cash equivalents at beginning of year
                        
                        
                        2,338
                        
                        
                        
                        2,042Cash
      and cash equivalents at end of year
                        
                        $
                        23,721
                        
                        
                        $
                        2,338




F-30