U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                 FORM 10-QSB


           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
                For the quarterly period ended March 31, 1999

                                     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 0-20148


                       CITIZENS FINANCIAL CORPORATION
      (Exact name of small business issuer as specified in its charter)


                Kentucky                               61-1187135
        (State of Incorporation)          (I.R.S. Employer Identification No.)


             12910 Shelbyville Road, Louisville, Kentucky, 40243
                  (Address of principal executive offices)


                               (502) 244-2420
                         (Issuer's telephone number)



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


                    APPLICABLE ONLY TO CORPORATE ISSURERS

State the number of shares outstanding of each issuer's classes of common
equity, as of the latest practicable date:  Class A Stock - 1,796,915 as of
May 12, 1999.

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

The date of this Report is May 14, 1999.

=============================================================================

                                       1
<PAGE>

Part I - Financial Information;  Item 1 - Financial Statements




               Citizens Financial Corporation and Subsidiaries
                 Condensed Consolidated Statements of Income
                                 (Unaudited)


Three Months Ended March 31                               1999           1998
------------------------------------------------------------------------------
  Revenues:                                         
  Premiums and other considerations                $ 5,129,687    $ 4,578,850
  Premiums ceded                                      (183,451)      (224,182)
------------------------------------------------------------------------------
  Net premiums earned                                4,946,236      4,354,668
  Net investment income                              1,509,895        923,005
  Net realized investment gains, net of expenses     1,541,836      1,027,515
  Other income                                          11,908            678
------------------------------------------------------------------------------
  Total Revenues                                     8,009,875      6,305,866
  Policy Benefits and Expenses:                                    
  Policyholder benefits                              4,047,434      2,732,386
  Policyholder benefits ceded                         (212,540)      (106,225)
------------------------------------------------------------------------------
  Net benefits                                       3,834,894      2,626,161
  Increase (decrease) in net benefit reserves         (125,725)       264,846
  Interest credited on policyholder deposits           247,351        213,967
  Commissions                                          994,625        967,818
  General expenses                                   1,234,580      1,106,726
  Interest expense                                     127,099         78,069
  Policy acquisition costs deferred                   (308,068)      (280,654)
  Amortization of deferred policy acquisition                                 
    costs and value of insurance acquired              417,563        228,854
------------------------------------------------------------------------------
Total Policy Benefits and Expenses                   6,422,319      5,205,787
------------------------------------------------------------------------------
Income before Federal Income Tax                     1,587,556      1,100,079
Federal Income Tax Expense                             425,000        240,000
------------------------------------------------------------------------------
Net Income                                           1,162,556        860,079
Dividends on Redeemable Convertible Preferred                                 
Stock                                                      ---        101,750
------------------------------------------------------------------------------
Net Income Applicable to Common Stock              $ 1,162,556    $   758,329
------------------------------------------------------------------------------
Net Income Per Common Share:
  Basic                                                  $0.65          $0.71
  Diluted                                                $0.65          $0.47
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.

                                       2
<PAGE>

Part I; Item 1  (continued)



               Citizens Financial Corporation and Subsidiaries
          Condensed Consolidated Statements of Financial Condition
                                 (Unaudited)



                                                     March 31,    December 31,
                                                       1999          1998
------------------------------------------------------------------------------
ASSETS

Investments:                                      
  Securities available for sale, at fair value:  
                
    Fixed maturities (amortized cost of $72,914,756 
    and $75,235,199 in 1999 and 1998,respectively) $75,489,713  $  77,582,742

    Equity securities (cost of $20,664,746 and                                
    $14,733,876 in 1999 and 1998, respectively)     24,162,956     17,208,338
                                                                 
  Investment real estate                             3,593,048      3,618,698
  Mortgage loans on real estate                        163,210        164,757
  Policy loans                                       4,018,354      4,034,152
  Short-term investments                               594,805        594,805
------------------------------------------------------------------------------
Total Investments                                  108,022,086    103,203,492
                                                  
Cash and cash equivalents                            7,335,118      8,301,999
Accrued investment income                            1,291,507      1,263,898
Reinsurance recoverable:                                          
  Paid benefits and losses                             175,423         85,299
  Unpaid benefits, losses and IBNR                   3,317,982      3,379,063
Premiums receivable                                    355,771        407,571
Property and equipment                               1,829,610      1,846,768
Deferred policy acquisition costs                    4,157,172      4,120,215
Value of insurance acquired                          5,848,440      6,135,132
Goodwill                                               502,530        513,325
Other assets                                           297,857        242,361
------------------------------------------------------------------------------
Total Assets                                      $133,133,496  $ 129,499,123
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>

Part I; Item 1  (continued)



               Citizens Financial Corporation and Subsidiaries
          Condensed Consolidated Statements of Financial Condition
                                 (Unaudited)



                                                                              
                                                     March 31,  December 31,
                                                        1999         1998
------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDER' EQUITY

Liabilities:                                      
Policy liabilities:                               
  Future policy benefits                          $ 77,463,206   $ 77,665,183
  Policyholder deposits                             16,279,011     16,323,652
  Policy and contract claims                         1,342,975      1,259,459
  Unearned premiums                                    222,818        208,524
  Other                                                249,616        187,779
------------------------------------------------------------------------------
Total Policy Liabilities                            95,557,626     95,644,597
                                                  
Notes payable                                        6,382,500      6,510,000
Accrued expenses and other liabilities               5,073,752      3,627,214
Federal income tax payable                             843,123        667,013
Deferred federal income tax                          1,632,723      1,305,018
------------------------------------------------------------------------------
Total Liabilities                                  109,489,724    107,753,842

Commitments and Contingencies   
                                 
Shareholders' Equity:                                             
  Common stock, 6,000,000 shares authorized;                                 
    1,800,315 and 1,802,615 shares issued and                    
    outstanding in 1999 and 1998, respectively       1,800,315      1,802,615
  Additional paid-in capital                         8,073,425      8,091,825
  Accumulated other comprehensive income             3,836,251      3,079,616
  Retained earnings                                  9,933,781      8,771,225
------------------------------------------------------------------------------
Total Shareholders' Equity                          23,643,772     21,745,281
------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity        $133,133,496   $129,499,123
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.

Part I; Item 1  (continued)

               Citizens Financial Corporation and Subsidiaries
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)


Three Months Ended March 31                               1999           1998
------------------------------------------------------------------------------
                                                  
Cash Flows from Operations:                                      
Net income                                        $  1,162,556     $  860,079
Adjustments to reconcile net income to cash                                   
  from operations: 
  Increase (decrease) in benefit reserves             (115,734)       235,596
  Increase (decrease) in claim liabilities              83,516       (321,898)
  (Increase) decrease in reinsurance recoverable       (29,043)         8,143
  Interest credited on policyholder deposits           247,351        213,967
  Provision for amortization and depreciation,                                
  net of deferrals                                     187,496         13,272
  Amortization of premium and accretion of                                    
  discount on securities purchased, net                 42,036          4,261
  Net realized investment gains                     (1,541,836)    (1,027,515)
  Increase in accrued investment income                (27,609)          (684)
  Change in other assets and liabilities                78,087       (300,008)
  Increase (decrease) in deferred federal                                     
  income tax liability                                 (62,077)        58,000
  Increase in federal income taxes payable             176,110        182,000
------------------------------------------------------------------------------
Net Cash provided by (used in) Operations              200,853        (74,787)
                                                                 
Cash Flows from Investment Activities:                           
Cost of securities acquired                        (16,833,495)   (11,702,558)
Investments sold or matured                         14,999,895      8,607,527
Investment management fees and margin interest        (207,081)      (330,816)
Short-term investments sold, net                           ---        102,752
Additions to property and equipment, net               (24,398)        (5,717)
Other investing activities, net                         19,154       (110,713)
------------------------------------------------------------------------------
Net Cash used in Investment Activities              (2,045,925)    (3,439,525)
                                                  
Cash Flows from Financing Activities:             
Policyholder deposits                                 157,734         178,603
Policyholder withdrawals                             (449,726)       (446,345)
Net proceeds from brokerage account loans           1,318,383         294,947
Payments on notes payable - bank                     (127,500)       (100,000)
Repurchase of common stock                            (20,700)          ---
Dividends on redeemable convertible                                       
preferred stock                                         ---          (101,750)
------------------------------------------------------------------------------
Net Cash provided by (used in) Financing                                      
Activities                                            878,191        (174,545)

------------------------------------------------------------------------------
Net Decrease in Cash and Cash Equivalents            (966,881)     (3,688,857)
Cash and Cash Equivalents at Beginning of Period    8,301,999       6,180,576
------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period       $  7,335,118    $  2,491,719
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>

Part I; Item 1  (continued)


               Citizens Financial Corporation and Subsidiaries
            Notes to Condensed Consolidated Financial Statements
                                 (Unaudited)


Note 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been  prepared  in  accordance with the  instructions  to  Form  10-QSB  in
conformity with generally accepted accounting  principles. The accompanying
unaudited  condensed  financial  statements reflect all adjustments,  which
are, in the opinion of management, necessary to a fair  presentation of the
results  for the interim  periods. All  such  adjustments  are of a  normal
recurring nature. For further  information,  refer to the December 31, 1998
consolidated financial statements  and footnotes  included in the Company's
annual report on Form 10-KSB.

Note 2- COMPREHENSIVE INCOME

The components of comprehensive income,  net of related tax, for the three
months ended March 31, 1999 and 1998 are as follows:


     Three months ended March 31                 1999          1998
     -------------------------------------------------------------------
     Net income                              $1,162,556   $   860,079
     Net unrealized gains on available          756,635     1,118,740
     for sale securities
     -------------------------------------------------------------------
     Comprehensive income                    $1,919,191    $1,978,819
     -------------------------------------------------------------------

Note 3 - SEGMENT INFORMATION

The Company's operations are managed along five principal insurance product
lines: Home Service  Life,  Broker Life, Preneed  Life,  Dental,  and Other
Health. Products  in all five  lines are sold  through  independent  agency
operations.  Home  Service  Life consists  primarily  of  traditional  life
insurance coverage sold in amounts of $10,000 and under to middle and lower
income individuals.  This  distribution   channel  is  characterized  by  a
significant amount of agent  contact  with  customers  throughout  the year.
Broker  Life product sales  consist   primarily  of  simplified  issue  and
graded-benefit policies in amounts of $10,000 and under. Other  products in
this segment  which  are not aggressively  marketed  include:  group  life,
universal life, annuities and  participating life  coverages.  Preneed Life
products are sold to individuals in connection with prearrangement of their
funeral and include single  premium and multi-pay policies  with  coverages
generally in  amounts of $10,000  and less. These  policies  are  generally
sold to older individuals at increased  premium rates. Dental  products are
term  coverages generally  sold to small  and  intermediate  size  employer
groups.  Other  Health  products  include   various   accident  and  health
coverages sold to individuals and employer groups. Segment information as of
March 31, 1999 and 1998,  and for the  quarters then ended is as follows.

Three Months Ended March 31                 1999        1998
-------------------------------------------------------------

REVENUE:                                          
  Home Service Life                   $2,136,927  $2,107,312
  Broker Life                          1,554,150   1,124,132
  Preneed Life                           785,571      ---
  Dental                               1,676,297   1,692,000
  Other Health                           315,094     354,907
-------------------------------------------------------------
  Segment Totals                       6,468,039   5,278,351
  Net  realized   investment  gains,   1,541,836   1,027,515
  net of expenses
-------------------------------------------------------------
  Total Revenue                       $8,009,875  $6,305,866
-------------------------------------------------------------

                                       5
<PAGE>

Below are the net investment income amounts,which are 
 included in the revenue totals above.

Three Months Ended March 31                 1999        1998
-------------------------------------------------------------

NET INVESTMENT INCOME:                            
  Home Service Life                     $506,969    $468,456
  Broker Life                            643,603     425,722
  Preneed Life                           330,007         ---
  Dental                                   7,886       7,783
  Other Health                            21,430      21,044
-------------------------------------------------------------
  Segment Totals                      $1,509,895    $923,005
-------------------------------------------------------------

The Company  evaluates  performance  based on several  factors,  of which the
primary  financial  measure  is segment  profit.  Segment  profit  represents
pretax  earnings,  except net realized  investment gains and interest expense
are excluded.  The majority of the Company's  realized  investment  gains are
generated from investment in equity  securities.  The equities  portfolio has
averaged (on a cost basis)  approximately  $17,699,000 and $12,890,000 during
the three  months  ended  March 31,  1999 and  1998,  respectively.  If these
funds  had  been  invested  in   fixed-maturities   yielding  6.5%,  realized
investment  gains would have  declined  and the segment  profit  totals below
would have  increased  by an  additional  $168,000  and  $151,000 in 1999 and
1998, respectively.

                                       6
<PAGE>


Part I; Item 1  (continued)


Three Months Ended March 31                 1999        1998
-------------------------------------------------------------

SEGMENT PROFIT (LOSS):
  Home Service Life                  $    36,711  $   44,528
  Broker Life                            172,559      53,180
  Preneed Life                          (179,192)        ---
  Dental                                 178,692      57,178
  Other Health                           (35,951)     (4,253)
-------------------------------------------------------------
  Segment Totals                         172,819     150,633
  Net  realized   investment  gains,   1,541,836   1,027,515
  net of expenses
  Interest expense                       127,099      78,069
-------------------------------------------------------------
  Income before Federal Income Tax    $1,587,556  $1,100,079
-------------------------------------------------------------

Depreciation and amortization amounts below consist of amortization 
of the value of insurance  acquired,  deffered  policy  acquisition 
costs and goodwill, along with depreciation expense.

Three Months Ended March 31                 1999        1998
-------------------------------------------------------------

DEPRECIATION and AMORTIZATION:
  Home Service Life                     $213,303    $174,093
  Broker Life                            139,209      97,503
  Preneed Life                           120,071         ---
  Dental                                  13,590      13,802
  Other Health                             9,391       8,528
-------------------------------------------------------------
  Segment Totals                        $495,564    $293,926
-------------------------------------------------------------

Segment asset totals are determined based on policy liabilities 
outstanding in each segment.

                                       7
<PAGE>

March 31                                    1999        1998
-------------------------------------------------------------

ASSETS:                                           
  Home Service Life                  $44,883,632 $44,212,074
  Broker Life                         56,808,957  40,040,698
  Preneed Life                        28,888,581         ---
  Dental                                 697,008     748,632
  Other Health                         1,855,318   1,975,419
-------------------------------------------------------------
  Total Assets                      $133,133,496 $86,976,823
-------------------------------------------------------------


Note 4 - NET REALIZED CAPITAL GAINS, NET OF EXPENSE

The Company nets certain direct,incremental investment management fees and
margin loan interest cost against net realized investment gains and losses
presented in the Condensed Consolidated Statements of  Income.  Such costs
are based directly on or, are primarily associated with,  realized capital
gains.  Costs netted against realized investment  gains total $144,230 and
$261,442 for the three  months ended March 31 1999  and 1998 respectively.

Note 5 - INCOM TAXES

Current taxes are provided based on estimates of the projected effective
annual  tax  rate. Deferred  taxes reflect the net  effects of temporary
differences  between  the carrying  amount of assets and liabilities for 
financial reporting purposes and the amoounts used for income tax purposes.



                                       8
<PAGE>




Part I;  Item 2 - Management's Discussion and Analysis or Plan of Operations


                             FINANCIAL POSITION


Fixed maturities decreased $2,320,000  based on amortized cost,  during the
first three months of 1999.  Equity  securities increased  $5,931,000  on a
cost basis and increased  $6,955,000 on market value basis, during the same
period.   Gross   unrealized  appreciation  for  available-for-sale   fixed
maturities and equity securities increased approximately  $1,251,000 during
the three months ended March 31, 1999.




                                 OPERATIONS


Net  premiums and other  considerations increased  approximately  14% during
the first three  months of 1999  compared to the first three  months of 1998.
This  increase  is  primarily  attributable to  the  acquisition  of  United
Liberty Life Insurance  Company (United Liberty) during May 1998, and growth
in  the  Company's  existing  Broker Life  business.  Preneed  Life  premium
associated  with  the  United  Liberty  acquisition   generated   growth  of
approximately  10% compared to the prior year, while the  remaining  premium
growth is from the  Broker  Life  segment. The 64%  increase  in  investment
income  compared  to the  first  three months  of the  prior  year  is  also
primarily attributable to the United Liberty acquisition.

Total pretax  earnings  increased  approximately  44% to  $1,588,000 for the
three months ended March 31, 1999,  primarily due to an approximate $514,000
increase  in realized  investment  gains,  net of  expenses.  Pretax Segment
Profit  (excluding  realized  investment gains and interest expense) for the
first  three  months  of  1999  increased   approximately  15%  to  $173,000,
primarily  due to  improvement  in the Broker Life and Dental segments.  The
Broker Life  improvement  includes  earnings  from business  obtained in the
United  Liberty  acquisition  and  mortality improvement  in  the  Company's
existing  graded-benefit  life business.  The improvement in Dental earnings
resulted from a number of  continuing profitability  initiatives,  including
selective  non-renewal of groups with excessive  claim ratios.  Preneed Life
earnings  were  impacted  by adverse  mortality  in the month of March  1999.
However, claim levels in April have returned to normal levels.

The  Company's  increased  earnings has also  resulted in a higher  effective
income  tax rate  due to a  phasing-out  of  available  small-life  insurance
company  deductions  and full  utilization of previously  available  non-life
insurance net operating loss carryforwards.




                           CASH FLOW AND LIQUIDITY


Cash flow from operations  totaled  $201,000 for the three months ended March
31, 1999  compared to  ($75,000)  used in  operations  for the same period in
the  prior  year.  This  improvement  was  principally   attributable  to  an
increase in certain outstanding tax accruals and other liabilities.

The $2,046,000 of cash used in investing  activities  resulted primarily from
net additions to the Company's equity investment portfolio.

The  $878,000  of cash  provided  by  financing  activities  during the first
three  months  of  1999  is  primarily  attributable  to an  increase  in the
Company's  investment  margin  account  advances,  which total  $2,826,000 at
March 31, 1999.


                                       9
<PAGE>


Part I; Item 2  (continued)


                               YEAR 2000 ISSUE

Some of the Company's older computer programs were written using two digits
rather than  four  to  define  the  applicable  year. As  a  result,  those
computer programs could fail to properly  distinguish  between dates in the
1900's and 2000's. This could  cause  system  failures  or  miscalculations,
creating  disruption  of operations,  including,   among  other  things,  a
temporary inability to  process  insurance  transactions,   conduct-banking
activities, or  engage  in other normal  business  activities.  Also,  some
systems  and   equipment that  are   not   typically  thought   of   as
"computer-related"  ("non-IT")contain imbedded hardwareor software that may
not perform properly after 1999.

The Company has completed an internal  assessment of the year 2000 issue and
implemented a program to install updated  releases or modify its software so
that its computer  systems will function  properly  with respect to dates in
the  year  2000  and   thereafter.  The  Company's  two  primary   insurance
administrative  systems  (Individual and Group) are vendor supplied programs,
which  have  been,  or are  being, modified  as part of the  ongoing  vendor
maintenance  process.  Modification of the  Individual  insurance  system is
complete.  Vendor  modification to the  Group  insurance  system  have  been
installed  and are  being  tested  by the  Company.  Most of the  peripheral,
internally  developed  programs associated with these systems have also been
modified,  and those  remaining  are  scheduled  to be  completed by June 30,
1999.  The Company's  investment accounting  and general  ledger systems are
also  vendor-supplied   programs, which  have  been  properly  updated.  The
Company's primary non-IT systems involve building  equipment control modules
at its home office.  The Company has  verified  these  systems are year 2000
compliant.

The most  significant  third  parties  potentially impacting the Company are
banks,  investment  brokers, and suppliers of utility and  telecommunication
services.   Their  critical  functions  include   safekeeping  and  managing
investment  portfolios, processing  the Company's  operating  bank accounts,
and  supplying  utilities. Assurances  of year  2000  compliance  have  been
received from the Company's  primary banking service provider and many other
key providers.  Efforts are ongoing to obtain additional assurances.

The total year 2000 project cost is  estimated  at  approximately  $100,000,
which  is  primarily  internal   salary  cost  for  testing  and   modifying
peripheral  programs associated  with the  Individual  and  Group  insurance
systems.  Approximately half of this total has been  incurred  and  expensed
with  the  remaining half to be  incurred  and  expensed  over  the next two
quarters.  The direct cost of  modifying  the  Individual  and Group  system
vendor  programs  is included  in  annual   maintenance  fees,  which  total
approximately $25,000.

The Company has investments in publicly and privately placed  securities and
loans.  The  Company  may be  exposed  to  credit  risk to the  extent  that
related  borrowers  are  materially  adversely  impacted by  the  year  2000
issue.  Portfolio  diversification  reduces the overall risk.  Although  the
Company  expects its critical  systems to be compliant by September 30, 1999,
there is no guarantee  that these  results  will be  achieved.  Specifically,
from year 2000  problems,  the Company could  experience an interruption  in
its  ability  to  collect  and  process  premiums,  process  claim  payments,
safeguard  and  manage  its  invested  assets and  operating  cash  accounts,
accurately   maintain   policyholder    information,   accurately   maintain
accounting  records,  issue new policies and/or  perform  adequate  customer
service.  While the Company  believes the occurrence  of such a situation is
unlikely,  a possible  worst case  scenario might include one or more of the
Company's  significant insurance systems being non-compliant.  Such an event
could result in a material disruption  to the Company's  operations.  Should
the worst case scenario occur, it could,  depending on its duration,  have a
material  impact on the Company's  results of  operations  and liquidity and
ultimately on its financial position.

With  respect  to  contingency plans  for the  Group  insurance  system,  if
unforeseen  delays are  encountered during the next few months,  the Company
will develop supplemental manual processing  procedures to assist with group
claims  adjudication. This is not  expected to be a  significant  issue,  as
most group  insurance processing  is not dependent on date  sensitive   data.
Regarding  third-party systems,  the Company is  continuing  to assess their
compliance  and will continue  to reassess  the need for formal  contingency
plans,  based on progress  of year 2000  efforts  by the  Company  and third
parties.


Part II - Other Information



                                       10
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K.

      a.    Exhibit 11.  Statement re: computation of per share earnings.
            Exhibit 27.  Financial Data Schedule.


      b.    none



                                 SIGNATURES


In accordance with the requirements of the Securities and Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               CITIZENS FINANCIAL CORPORATION

                               BY:
                                     -------------------------------------
                                     Darrell R. Wells
                                     President and Chief Executive
                                     Officer

                               BY:
                                     -------------------------------------
                                     Brent L. Nemec
                                     Treasurer and Principal Accounting
                                     Officer


Date:  May 14, 1999



                                       11
<PAGE>


                                EXHIBIT INDEX



----------------------------------------------------------------
 Exhibit No.                     Description
----------------------------------------------------------------

      11       Statement re: computation of per share earnings

      27       Financial Data Schedule (electronic filing only)





                                       12
<PAGE>



                                EXHIBIT 11

               Citizens Financial Corporation and Subsidiaries
                      Computation of Per Share Earnings
                                 (Unaudited)





Three Months Ended March 31                               1999           1998
------------------------------------------------------------------------------
                                                  
Numerator:
  Diluted:  Net income                              $1,162,556       $860,079
  Less: Preferred stock dividends                         ---       (101,750)
------------------------------------------------------------------------------
  Basic: Net income applicable to common stock      $1,162,556       $758,329
------------------------------------------------------------------------------
                                                  
Denominator:                                      
  Basic: Weighted average common shares              1,800,443      1,075,615
  Plus: Assumed conversion of preferred                                
  stock                                                    ---        740,000
------------------------------------------------------------------------------
  Diluted:  Weighted average shares assuming                                  
preferred conversion                                 1,800,443      1,815,615
------------------------------------------------------------------------------
                                                  
Basic Earnings Per Share                                  $0.65         $0.71
                                                  
Diluted Earnings Per Share                                $0.65         $0.47