<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-KSB
ANNUAL REPORT
-----------------
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NO. 000-21383
APPALACHIAN BANCSHARES, INC.
(Name of Small Business Issuer in Its Charter)
GEORGIA 58-2242407
(State of Incorporation) (I.R.S. Employer Identification Number)
829 INDUSTRIAL BOULEVARD
ELLIJAY, GEORGIA 30540
(Address of Principal Executive Offices) (Zip Code)
(706) 276-8000
(Issuer's Telephone Number, Including Area Code)
-------------------
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
None N/A
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
Common Stock, $5.00 par value per share
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes |X| No
/_/
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. /_/
The issuer's revenues for its most recent fiscal year were $11,799,913.
There is no established trading market for the registrant's capital stock.
The aggregate market value of the stock held by non-affiliates of the registrant
at June 30, 1999 was $18,456,760, based on a per share price of $20.00, which is
the price of the last trade of which management is aware as of such date.
Although directors and executive officers of the registrant were assumed to be
"affiliates" of the registrant for purposes of this calculation, the
classification is not to be interpreted as an admission of such status.
At June 30, 1999, there were 1,323,188 shares of the registrant's Common
Stock outstanding.
Transitional Small Business Disclosure Format (check one): Yes /_/ No /X/
<PAGE>
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-KSB for
the year ended December 31, 1998, as set forth below:
Item 13(a) of the above-referenced Form 10-KSB is amended to include as
Exhibit 99 the information required by Form 11-K with respect to the
Appalachian Bancshares, Inc. Section 401(k) Profit Sharing Plan (the
"Plan"), which exhibit is filed as part of the above-referenced Form
10-KSB in lieu of a separate filing of an annual report on Form 11-K
for the Plan for the fiscal year ended December 31, 1998, in accordance
with Rule 15d-21 under the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused Amendment No. 1 to this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
APPALACHIAN BANCSHARES, INC.
By: /s/ Alan May
---------------------------------
Alan May, Chief Financial Officer
Date: July 16, 1999
<PAGE>
AMENDMENT TO
EXHIBIT 99
Information Required by Form 11-K with Respect to the
Appalachian Bancshares, Inc. Section 401(k) Profit Sharing Plan
(a) The following financial statements for the Appalachian Bancshares, Inc.
Section 401(k) Profit Sharing Plan for the fiscal year ended December 31,
1998:
Report of Independent Certified Public Accountants;
Statements of Net Assets Available for Benefits as of
December 31, 1998 and 1997;
Statements of Changes in Net Assets
Available for Benefits for the Years
ended December 31, 1998, 1997 and 1996;
Notes to Financial Statements;
Schedule of Assets held for Investment; and
Schedule of Reportable Transactions.
(b) Exhibits:
Consent of Independent Auditors' Report
Consent of Independent Certified Public Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Administrative Committee of the Appalachian Bancshares, Inc.
Section 401(k) Profit Sharing Plan has caused this annual report to be signed on
its behalf by the undersigned, thereunto duly authorized.
APPALACHIAN BANCSHARES, INC.
SECTION 401(K) PROFIT SHARING PLAN
By: /s/ Kent W. Sanford
----------------------------------------
Kent W. Sanford
Executive Vice President and Member of
Administrative Committee
<PAGE>
Date: July 16, 1999
<PAGE>
APPALACHIAN BANCSHARES, INC.
SECTION 401(K)
PROFIT SHARING PLAN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
<PAGE>
APPALACHIAN BANCSHARES, INC.
SECTION 401(K)
PROFIT SHARING PLAN
CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Report of Independent Certified Public Accountants 2
Financial Statements
Statements of net assets available for benefits 3
Statements of changes in net assets available for benefits 4
Notes to financial statements 5-9
Supplemental Schedules
"Item 27a - Schedule of assets held for investment" 11
"Item 27d - Schedule of reportable transactions" 12
</TABLE>
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Appalachian Bancshares, Inc.
Section 401(k) Profit Sharing Plan
Ellijay, Georgia
We have audited the accompanying statement of net assets available for benefits
of Appalachian Bancshares, Inc. Section 401(k) Profit Sharing Plan (the "Plan")
as of December 31, 1998, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1998. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit. The
financial statements of Appalachian Bancshares, Inc. Section 401(k) Profit
Sharing Plan as of and for the year ended December 31, 1997, were audited by
Bricker & Melton, P.A., whose practice has been combined with our Firm and whose
report dated June 20, 1998, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with generally accepted auditing standards.
These 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998, and the changes in net assets available for benefits for the
year ended December 31, 1998, in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules of the Plan are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employment Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ BDO Seidman, LLP
Atlanta, Georgia
July 12, 1999
2
<PAGE>
APPALACHIAN BANCSHARES, INC.
SECTION 401(K)
PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
INVESTMENTS, AT FAIR VALUE
Cash and money market funds $ 73,181 $ 42,601
Common stocks:
Appalachian Bancshares, Inc.* 1,357,760 643,725
Mutual funds 76,184 110,712
- --------------------------------------------------------------------------------
Total investments 1,507,125 797,038
- --------------------------------------------------------------------------------
CONTRIBUTION RECEIVABLE
Employer 9,047 -
Participant 5,367 -
- --------------------------------------------------------------------------------
Total contribution receivable 14,414 -
- --------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $1,521,539 $797,038
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AND NOTES
TO FINANCIAL STATEMENTS.
*PARTY-IN-INTEREST
3
<PAGE>
APPALACHIAN BANCSHARES, INC.
SECTION 401(K)
PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, 1998 1997 1996
- -------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Net appreciation in fair value of investments:
Common stocks:
Appalachian Bancshares, Inc.* $ 499,824 $158,717 $ -
Mutual funds 11,608 15,230 23,727
Interest 7,757 3,028 743
Contributions:
Employer 139,834 101,939 36,694
Participant 61,924 57,565 46,888
Rollover 7,466 30,690 303,096
- -------------------------------------------------------------------------------------------------
Total additions 728,413 367,169 411,148
- -------------------------------------------------------------------------------------------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Benefits paid to participants 3,660 8,232 3,546
Management/administrative fees 252 - -
- -------------------------------------------------------------------------------------------------
Total deductions 3,912 8,232 3,546
- -------------------------------------------------------------------------------------------------
NET INCREASE 724,501 358,937 407,602
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 797,038 438,101 30,499
- -------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS, end of year $1,521,539 $797,038 $438,101
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AND NOTES
TO FINANCIAL STATEMENTS.
*PARTY-IN-INTEREST
4
<PAGE>
APPALACHIAN BANCSHARES, INC.
SECTION 401(K)
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. DESCRIPTION The following brief description of the Appalachian
OF PLAN Bancshares, Inc. Section 401(k) Profit Sharing Plan
(the "Plan") provides only general information.
Participants should refer to the Plan agreement for
a more complete description of the Plan's
provisions.
a. GENERAL - The Gilmer County Bank's Board of
Directors authorized the adoption of the
Georgia Bankers Association's Master Section
401(k) Profit Sharing Plan and Trust Adoption
Agreement as the Gilmer County Bank's 401(k)
plan effective January 1, 1995. The Gilmer
County Bank Section 401(k) Profit Sharing Plan
was amended on April 22, 1997. Appalachian
Bancshares, Inc. became the adopting company
and sponsor of the Plan, entitled "Appalachian
Bancshares, Inc. Section 401(k) Profit Sharing
Plan." The Georgia Bankers Association
administers the trust and provides
administrative services to the Plan through
third-party contracts. The Plan is a defined
contribution plan covering all full-time
employees of Appalachian Bancshares, Inc. (the
"Company") who have one year of service and
are age twenty-one or older. It is subject to
the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
b. CONTRIBUTIONS - Each year, participants may
contribute up to 16 percent of pretax annual
compensation, as defined in the Plan.
Participants may also contribute amounts
representing distributions from other
qualified defined benefit or contribution
plans. The Company contributes 50 percent of
the first 6 percent of base compensation that
a participant contributes to the Plan.
Additional amounts may be contributed at the
option of the Company's board of directors.
Employer contributions are invested in
Appalachian Bancshares, Inc. common stock.
Contributions are also subject to certain
limitations.
c. PARTICIPANT ACCOUNTS - Each participant's
account is credited with the participant's
contribution and allocations of (a) the
Company's contribution and (b) Plan earnings.
Allocations are based on participant earnings,
as defined. The benefit to which a participant
is entitled is the benefit that can be
provided from the participant's vested
account.
d. VESTING - Participants are immediately vested
in their contributions plus actual earnings
thereon. Vesting in the Company's matching and
discretionary contribution portion of their
accounts plus actual earnings thereon is based
on the following schedule:
5
<PAGE>
<TABLE>
<CAPTION>
YEARS OF
CREDITED PERCENT
SERVICE VESTED
---------------------------------------------------
<S> <C>
Less than 3 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
</TABLE>
e. INVESTMENT OPTIONS - Upon enrollment in the
Plan, a participant may direct employee
contributions in any of six investment
options.
(1) RELIANCE TRUST COMPANY - CURRENT INCOME
FUND - This portfolio consists primarily
of short- and intermediate-term bond
funds. These investments generally earn
more income than money market instruments
or certificates of deposit, but they also
experience greater price volatility.
(2) RELIANCE TRUST COMPANY - CAPITAL
PRESERVATION FUND - This portfolio's
primary goal is to safeguard principal,
or the amount of money invested. To do
so, it invests primarily in government
and corporate bond funds for income with
relative stability in the price of fund
shares. This portfolio also contains a
small stock component which provides some
potential for growth.
(3) RELIANCE TRUST COMPANY - MODERATE GROWTH
FUND - This portfolio consists of a
balanced mix of stock and bond funds for
a well-diversified approach in seeking
moderate growth of its assets. The strong
commitment to bond funds provides some
current income potential and helps
stabilize the portfolio from large swings
in value.
(4) RELIANCE TRUST COMPANY - WEALTH BUILDING
FUND - This portfolio invests in a
diversified mix of stock and bond funds
in an attempt to build wealth and protect
against inflation over the long run.
(5) RELIANCE TRUST COMPANY - AGGRESSIVE
APPRECIATION FUND - This portfolio
invests exclusively in stock funds.
Stocks have more frequent price changes
than other securities and, along with the
opportunity for significant gains, the
highest degree of risk.
6
<PAGE>
(6) APPALACHIAN BANCSHARES, INC. COMMON STOCK
- This consists of investment in common
stock of the Company, a
party-in-interest. In May 1998, the
Company issued a two-for-one stock split.
This split resulted in an additional
28,610 shares being issued to the Plan.
Participants may change their investment
options semiannually.
f. PAYMENT OF BENEFITS - Upon termination of
service due to death, disability or
retirement, a participant may elect to receive
a lump sum amount equal to the value of the
participant's vested interest in his or her
account, or annual installments over a period
elected by the participant. For termination of
service due to other reasons, a participant
may receive the value of the vested interest
in his or her account as a lump-sum
distribution.
g. FORFEITURES - Forfeitures shall be allocated
to eligible participants' accounts pursuant to
the master plan.
2. SUMMARY OF BASIS OF ACCOUNTING
ACCOUNTING POLICIES
The financial statements of the Plan are prepared
under the accrual method of accounting.
MANAGEMENT ESTIMATES
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial
statements, and the reported amounts of revenues
and expenses during the reporting period. Actual
results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value.
Shares of registered investment companies are
valued at quoted market prices which represent the
net asset value of shares held by the Plan at
year-end. The Company's stock is valued at its most
recent market price, as determined by a third-party
valuation.
7
<PAGE>
Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on
the accrual basis. Dividends are recorded on the
ex-dividend date.
PAYMENTS OF BENEFITS
Benefits are recorded when paid.
RECLASSIFICATIONS
Certain reclassifications have been made in the
1997 financial statements to conform with the 1998
presentation.
3. MERGERS OF On December 1, 1998, the Company purchased First
NEW SUBSIDIARY National Bank of Union County. Effective with this
purchase, the Company signed a joinder agreement
and amended the Plan whereby the employees of First
National Bank of Union County became fully
participating members of the Plan, with prior years
of service being considered for eligibility
requirements. For purposes of determining the
vested percentage of the matching and profit
sharing accounts, the date of the acquisition shall
be used.
4. INVESTMENTS Investment activity is summarized as follows:
<TABLE>
<CAPTION>
RELIANCE RELIANCE RELIANCE RELIANCE RELIANCE
TRUST TRUST TRUST TRUST TRUST APPALACHIAN
COMPANY COMPANY COMPANY COMPANY COMPANY BANCSHARES,
CASH AND CURRENT CAPITAL MODERATE WEALTH AGGRESSIVE INC.
MONEY INCOME PRESERVATION GROWTH BUILDING APPRECIATION COMMON
MARKET FUND FUND FUND FUND FUND STOCK*(1) TOTAL
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fair value,
December 31, 1997 $42,601 $ 886 $ - $13,628 $96,036 $ 162 $ 643,725 $ 797,038
Net investment
income,
unrealized gains
and losses,
forfeitures 9,882 391 163 1,966 4,773 127 501,635 518,937
Contributions, net
of withdrawals - 83 - 5,756 5,189 679 179,443 191,150
Interfund transfers 20,698 9,511 3,863 4,493 (71,684) 162 32,957 -
- ---------------------------------------------------------------------------------------------------------------------
Fair value,
December 31, 1998 $73,181 $10,871 $4,026 $25,843 $34,314 $1,130 $1,357,760 $1,507,125
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
*PARTY-IN-INTEREST
(1)REPRESENTS MORE THAN 5 PERCENT OF PLAN ASSETS
<PAGE>
4. RELATED PARTY Some Plan investments are shares of common stock
TRANSACTIONS of the Company, and others are mutual funds that
were issued by Reliance Trust Company, which is the
custodian of the Plan's assets. These transactions
qualify as party-in-interest.
6. PLAN TERMINATION Although it has not expressed any intent to do
PROVISIONS so, the Company has the right under the Plan to
discontinue its contributions at any time and to
terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination,
participants become 100 percent vested in their
accounts.
7. TAX STATUS The Internal Revenue Service has determined
and informed the Company by a letter dated August
27, 1996, that the Plan and related trust are
designed in accordance with applicable sections of
the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is
currently being operated in compliance with the
applicable requirements of the IRC.
8. YEAR 2000 (UNAUDITED) Appalachian Bancshares, Inc. Section 401(k)
Profit Sharing Plan could be adversely affected if
the computer systems which the Plan and its
providers use do not properly process and calculate
date-related information and data from the period
surrounding and including January 1, 2000. This is
commonly known as the "Year 2000" issue. The
Company has taken steps which it believes should
adequately prepare the Plan for the Year 2000. At
this time, because of the complexities involved in
the issue, Plan management cannot provide
assurances that the Year 2000 issue will not have
an impact on the Plan's operations.
9
<PAGE>
SUPPLEMENTAL SCHEDULES
10
<PAGE>
APPALACHIAN BANCSHARES, INC.
SECTION 401(K)
PROFIT SHARING PLAN
"ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT"
DECEMBER 31, 1998
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(E)
(B) CURRENT
IDENTITY OF (C) (D) FAIR
(A) ISSUER DESCRIPTION OF INVESTMENT COST VALUE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* Reliance Trust Cash and Money Market
Company $ 73,181 $ 73,181
* Reliance Trust Reliance Trust Company Current Income
Company Fund 10,404 10,871
* Reliance Trust Reliance Trust Company Capital
Company Presentation Fund 3,968 4,026
* Reliance Trust Reliance Trust Company Moderate
Company Growth Fund 20,705 25,843
* Reliance Trust Reliance Trust Company Wealth
Company Building Fund 29,942 34,314
* Reliance Trust Reliance Trust Company Aggressive
Company Appreciation Fund 995 1,130
* Appalachian 67,888 shares of Appalachian
Bancshares, Inc. Bancshares, Inc. common stock
Common Stock 699,220 1,357,760
- ----------------------------------------------------------------------------------------------------------
$838,415 $1,507,125
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AND NOTES
TO FINANCIAL STATEMENTS.
*PARTY-IN-INTEREST
11
<PAGE>
APPALACHIAN BANCSHARES, INC.
SECTION 401(K)
PROFIT SHARING PLAN
"ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS"
YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(H) (I)
(A) (C) (D) (G) VALUE AT NET
IDENTITY OF (B) PURCHASE SELLING COST OF TRANSACTION GAIN
ISSUER DESCRIPTION OF ASSET PRICE PRICE ASSET DATE OR (LOSS)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Appalachian Purchases of
Bancshares, Appalachian
Inc.* Bancshares, Inc.
common stock $213,360 $ - $213,360 $213,360 $ -
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ABOVE INVESTMENT ACTIVITY INFORMATION HAS BEEN CERTIFIED BY THE TRUSTEE AS
BEING COMPLETE AND ACCURATE.
*PARTY-IN-INTEREST
12
<PAGE>
Consent of Independent Auditors' Report
We consent to the incorporation by reference in the Appalachian Bancshares, Inc.
Annual Report on Form 10-KSB of our report dated June 20, 1998, with respect to
the financial statements and schedules of the Appalachian Bancshares, Inc.
Section 401(k) Profit Sharing Plan.
We also consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-27127) pertaining to the Appalachian Bancshares, Inc. 1997
Directors' Non-Qualified Stock Option Plan, 1997 Employee Stock Incentive Plan
and Section 401(k) Profit Sharing Plan, of our report dated June 20, 1998, with
respect to the financial statements and schedules of the Appalachian Bancshares,
Inc. Section 401(k) Profit Sharing Plan included in this Amendment No. 1 to the
Appalachian Bancshares, Inc. Annual Report on Form 10-KSB for the year ended
December 31, 1997.
/s/ Bricker & Melton, P.A.
Duluth, Georgia
July 16, 1998
<PAGE>
Consent of Independent Certified Public Accounts
We consent to the incorporation by reference in the Appalachian Bancshares, Inc.
Annual Report on Form 10-KSB of our report dated July 12, 1999, with respect to
the financial statements and schedules of the Appalachian Bancshares, Inc.
Section 401(k) Profit Sharing Plan.
We also consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-27127) pertaining to the Appalachian Bancshares, Inc. 1997
Directors' Non-Qualified Stock Option Plan, 1997 Employee Stock Incentive Plan
and Section 401(k) Profit Sharing Plan, of our report dated July 12, 1999, with
respect to the financial statements and schedules of the Appalachian Bancshares,
Inc. Section 401(k) Profit Sharing Plan included in this Amendment No. 1 to the
Appalachian Bancshares, Inc. Annual Report on Form 10-KSB for the year ended
December 31, 1998.
/s/ BDO Seidman, LLP
Atlanta, Georgia
July 16, 1999
