<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended September 30, 1998
------------------
___ Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________ to ________________
Commission File No. 333-41545
SOUTHEAST COMMERCE HOLDING COMPANY
-----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Georgia 58-2349097
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
2410 Paces Ferry Road, Atlanta, Georgia 30339
---------------------------------------------
(Address of Principal Executive Offices)
(770) 863-9229
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
----------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
1,469,279 shares of common stock, par value $.01 per share, were issued
and outstanding as of November 6, 1998.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
<PAGE> 2
SOUTHEAST COMMERCE HOLDING COMPANY
AND SUBSIDIARY
BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
(UNAUDITED) (AUDITED)
------------ -----------
<S> <C> <C>
ASSETS
Cash and due from banks $ 474,975 $ --
Federal funds sold 7,350,000 --
Investment securities: 4,011,949
Securities available for sale at market value -- --
Loans, net 4,484,612
Premises and equipment, net 808,447 50,000
Accrued interest receivable 11,917
Investment in joint venture 227,163 --
Other assets 129,101 110,501
----------- --------
Total assets $17,498,164 $160,501
=========== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $ 4,159,389 $
Note payable -- 170,000
Accrued interest payable 3,049 --
Other liabilities 226,109 65,161
----------- --------
Total liabilities $ 4,388,547 $235,161
----------- --------
SHAREHOLDERS' EQUITY
Common stock, $.01 par value, 10,000,000 shares authorized, $ 14,693 $ --
1,469,279 shares issued and outstanding
Surplus 13,721,972 100
Accumulated deficit (626,373) (74,760)
Accumulated other comprehensive income (loss) (675)
--------
Total shareholders' equity 13,109,617 (74,660)
----------- --------
Total liabilities and shareholders' equity $17,498,164 $160,501
=========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 3
SOUTHEAST COMMERCE HOLDING COMPANY
AND SUBSIDIARY
STATEMENT OF INCOME
UNAUDITED
<TABLE>
<CAPTION>
FOR THE NINE FOR THE THREE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1998 1998
---- ----
<S> <C> <C>
Interest income
Loans, including fees ............................ $ 38,958 $ 38,958
Investment securities:
U.S. Treasury Securities
U.S. Government agencies and corporations 1,077 1,077
Other investments ....................... 162 162
Federal funds sold ............................... 218,562 176,821
--------- ---------
Total interest income ................... 258,759 217,018
--------- ---------
Interest expense
Interest bearing demand and money market ......... 2,791 2,791
Savings .......................................... 1 1
Time deposits of $100,000 or more ................ 1,758 1,758
Other time deposits .............................. 1,825 1,825
Other borrowings ................................. 12,113 --
--------- ---------
Total interest expense .................. 18,488 6,375
--------- ---------
Net interest income ..................... 240,271 210,643
Provision for possible loan losses ........................ 45,000 45,000
--------- ---------
Net interest income after provision
for possible loan losses ......................... 195,271 165,643
--------- ---------
Other income
Income (loss) on joint venture ................... (22,837) (22,837)
--------- ---------
Total other income ...................... (22,837) (22,837)
--------- ---------
Other expense ............................................. --
Salaries and other compensation .................. 318,423 193,086
Employee benefits ................................ 61,729 43,672
Net occupancy and equipment expense .............. 58,477 50,491
Professional and other outside services .......... 130,318 57,980
Other expense .................................... $ 155,100 $ 49,685
--------- ---------
Total other expenses .................... 724,047 394,914
--------- ---------
Net loss .................................................. (551,613) (252,108)
Basic and diluted loss per share .......................... $ (0.38) $ (0.17)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
SOUTHEAST COMMERCE HOLDING COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE FOR THE THREE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1998 1998
---- ----
<S> <C> <C>
Net income (loss) $(551,613) $(252,108)
Other comprehensive income (loss), net of tax:
Net change in unrealized gain (loss) on securities
available for sale (675) (675)
--------- ---------
Total other comprehensive income (loss) (675) (675)
--------- ---------
Comprehensive income (loss) $(552,288) $(252,783)
--------- ---------
</TABLE>
<PAGE> 5
SOUTHEAST COMMERCE HOLDING COMPANY
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
UNAUDITED
---------
<S> <C>
NET CASH USED FOR OPERATING ACTIVITIES
Net loss $ (551,613)
Adjustment to reconcile net loss to net cash used
by operating activities:
Net (accretion) amortization of investment securities (1,077)
Depreciation and amortization of premises and equipment 21,890
Provision for loan losses 45,000
Loss on joint venture 22,837
Amortization of organization costs 84,926
(Increase) decrease in other assets (103,076)
(Increase) decrease in accrued interest receivable (11,917)
Increase (decrease) in accrued interest payable 3,049
Increase (decrease) in other liabilities 160,848
-----------
Net cash used by operating activities (329,133)
-----------
Cash flows from investing activities:
Purchase of investment securities, available for sale (4,011,997)
Loans originated, net of principal repayments (4,529,612)
Purchases of premises and equipment (780,337)
Investment in joint venture (250,000)
-----------
Net cash used by investing activities (9,571,946)
-----------
Cash flows from financing activities:
Proceeds from loans 272,000
Repayment of loans (442,000)
Sale of common stock 14,692,794
Costs associated with stock issuance (956,129)
Increase in deposits 4,159,389
-----------
Net cash provided from financing activities 17,726,054
-----------
Net increase in cash and cash equivalents 7,824,975
CASH AND CASH EQUIVALENTS, DECEMBER 31, 1997 0
-----------
CASH AND CASH EQUIVALENTS, JUNE 30, 1998 $ 7,824,975
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
SOUTHEAST COMMERCE HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-QSB. Accordingly, they do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
nine-month period ended September 30, 1998 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1998. For further
information, refer to the financial statements and footnotes included in the
Company's Registration Statement on Form SB-2.
Southeast Commerce Holding Company (the "Company") was incorporated
under the laws of the State of Georgia on August 22, 1997, for the purpose of
becoming a bank holding company for a federal savings bank, Commerce Bank (the
"Bank"). On April 21, 1998, the Company completed an initial public offering of
its Common Stock. Each share of common stock was sold for $10.00 per share.
Total proceeds at the close of the offering in July 1998 totaled $13,736,665,
net of selling expenses. The Company injected $8.50 million into the Bank's
capital accounts upon opening on August 17, 1998.
Basis of Presentation and Reclassification. The consolidated financial
statements include the accounts of the Company and the Bank. All significant
intercompany accounts and transactions have been eliminated in consolidation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting. The accounting and reporting policies of the
Company conform to generally accepted accounting principles and to general
practices in the banking industry. The Company uses the accrual basis of
accounting by recognizing revenues when earned and expenses when incurred,
without regarding the time of receipt or payment of cash.
Organizational Costs. The Company has elected early adoption of
Statement of Position 98-5, and has expensed its cumulative organization costs.
Organizational costs deferred in prior periods of $84,926 were expensed in the
current period.
Investment Securities. The Company has adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investment in Debt and
Equity Securities" ("SFAS 115"). SFAS 115 requires investments in equity and
debt securities to be classified into three categories:
1. Held-to-maturity securities: These are securities, which the
Company has the ability and intent to hold until maturity.
These securities are stated at cost, adjusted for amortization
of premiums and the accretion of discounts.
2. Trading securities: These are securities, which are brought
and held principally for the
<PAGE> 7
purpose of selling the near future. Trading securities are
reported at fair market value, and related unrealized gains
and losses are recognized in the income statement.
3. Available-for-sale securities: These are securities which are
not classified as either held-to-maturity or as trading
securities. These securities are reported at fair market
value. Unrealized gains and losses are reported, net of tax,
as a component of accumulated other comprehensive income.
Unrealized gains and losses are excluded from the income
statement.
Premium and discount on all investment securities are amortized
(deducted) and accredited (added), respectively, to interest income on the
effective yield method over the period to the maturity of the related
securities.
Gains or losses on disposition are computed by the specific
identification method for all securities.
Property and Equipment. Furniture and equipment are stated at cost, net
of accumulated depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the related assets. Maintenance and
repairs are charged to operations, while major improvements are capitalized.
Upon retirement, sale or other disposition of property and equipment, the cost
and accumulated depreciation are eliminated from the accounts, and gain or loss
is included in income from operations.
Income Taxes. The consolidated financial statements have been prepared
on the accrual basis. When income and expenses are recognized in different
periods for financial reporting purposes and for purposes of computing income
taxes currently payable, deferred taxes are provided on such temporary
differences.
The Company has adopted Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred tax
assets and liabilities are recognized for the expected future tax consequences
of events that have been recognized in the financial statements or tax return.
Deferred tax assets and liabilities are measured using the enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be realized or settled.
Statement of Cash Flows. For purposes of reporting cash flows, cash and
cash equivalents included cash on hand, amounts due from banks and federal funds
sold. Generally, federal funds are purchased or sold for one-day periods.
Net Loss Per Share. Net loss per share was calculated using 1,469,279
as the weighted average number of shares outstanding for the period ended
September 30, 1998. For the three-month and nine month periods ended September
30, 1998 net loss per share was ($0.17) and ($0.38), respectively.
NOTE 3 - NEW ACCOUNTING PRONOUNCEMENTS
Reporting Comprehensive Income. The Financial Accounting Standards
Board has issued Statement of Financial Accounting Standards No. 130 ("SFAS
130"), "Reporting Comprehensive Income." SFAS 130 is effective July 1, 1998.
Under SFAS 130, a company will begin showing changes in assets and liabilities
in a new comprehensive income statement of alternative presentation as opposed
to showing some of the items as transactions in shareholders' equity accounts.
Upon adoption,
<PAGE> 8
all comparative annual and interim financial statements will present a
comprehensive income statement of alternative disclosure, for all years
presented. The adoption of SFAS 130 did not have a significant impact on the
financial condition or results of operations of the Company.
Pending Accounting Pronouncements. The Financial Accounting Standards
Board has issued Statement of Financial Accounting Standards No. 131 ("SFAS
131"), "Disclosures about Segments of an Enterprise and Relation Information."
SFAS 131 is effective July 1, 1998, and requires disclosure of certain financial
information by segments of a company's business. The adoption of SFAS 131 is not
expected to have a significant impact on the financial condition or results of
operations of the Company.
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 132 ("SFAS 132"), "Employers' Disclosures
about Pensions and other Postretirement Benefits." SFAS 132 is effective for
fiscal years beginning after December 31, 1997. The adoption of SFAS 132 is not
expected to have a significant impact on the financial condition or results of
operations of the Company.
Statement of Financial Accounting Standards No. 133. The Financial
Accounting Standards Board has issued Statement of Financial Accounting
Standards No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and
Hedging Activities." SFAS 133 requires companies to recognize all derivatives
contracts as either assets or liabilities in the balance sheet and to measure
them at fair value. If certain conditions are met, a derivative may be
specifically designated as a hedge, the objective of which is to match the
timing of gain or loss recognition on the hedging derivative with the
recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the period of
change. SFAS 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999.
Historically, the Company has not entered into derivatives contacts
either to hedge existing risks or for speculative purposes. Accordingly, the
Company does not expect adoption of the new standard on January 1, 2000 to
affect its financial statements.
NOTE 4 - OTHER COMPREHENSIVE INCOME
Other comprehensive income (loss) is compiled of the following:
<TABLE>
<CAPTION>
Unrealized
Gains (Losses)
On Securities
<S> <C>
Beginning balance - December 31, 1997 0
Current - period change $(675)
-----
Ending balance - September 30, 1998 $(675)
-----
</TABLE>
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion contains forward-looking statements that
involve risks and uncertainties. The Company's actual results may differ
materially from the results discussed in the
<PAGE> 9
forward-looking statements, and the Company's operating performance each quarter
is subject to various risks and uncertainties that are discussed in detail in
the Company's filings with the Securities and Exchange Commission, including the
"Risk Factors" section in the Company's Registration Statement on Form SB-2
(Registration Number 333-41545) as filed with and declared effective by the
Securities and Exchange Commission.
The Company was organized on August 22, 1997. Since August 22, 1997 the
Company's principal activities have related to its organization, the conducting
of its initial public offering, the pursuit of approvals from the Office of
Thrift Supervision (the "OTS") for its application to charter its subsidiary
bank, Commerce Bank (the "Bank"), and the pursuit of approvals from the Federal
Deposit Insurance Corporation (the "FDIC") for its application for insurance of
the deposits of the Bank. On May 21, 1998, the Company received preliminary
approval from the OTS to charter the Bank, and the Bank opened for business on
August 17, 1998.
At September 30, 1998, the Company had total assets of $17,498,000,
consisting of federal funds sold of $7,350,000, investments of $4,012,000, net
loans of $4,485,000, property, at cost less accumulated depreciation of
$808,000, cash of $475,000, and other assets totaling $368,000. The Company's
liabilities at September 30, 1998, were $4,388,000, consisting of deposits of
$4,159,000, and accrued expenses and other liabilities of $229,000. The
Company's shareholders' equity of totaled $13,110,000 at September 30, 1998.
The Company had a net loss of $552,000 for the nine months ended
September 30, 1998. These losses resulted from expenses incurred in connection
with activities related to the organization of the Company and the Bank. With
respect to the Company, these activities included (without limitation) the
preparation and filing of an application with the OTS to charter the Bank, the
preparation and filing of an application with the FDIC to obtain insurance of
the deposits of the Bank, responding to questions and providing additional
information to the OTS and the FDIC in connection with the application process,
preparation and filing of an application with the Federal Reserve Bank of
Atlanta and the Georgia Department of Banking and Finance for approval as a bank
holding company, and the selling of the Company's common stock in the offering.
With respect to the Bank, these activities included (without limitation)
completing all required steps for final approval from the OTS for the Bank to
open for business, hiring qualified personnel to work in the various offices of
the Bank, conducting public relations activities on behalf of the Bank,
developing prospective business contacts for the Bank and the Company, and
taking other actions necessary for a successful bank opening.
From the Bank's opening date on August 17, 1998 through September 30,
1998, the Bank attracted $4.2 million in deposits, and made net loans of $4.5
million. Net interest income for the three-month period ending September 30,
1998 totalled $166,000, after a provision for loan losses of $45,000. Operating
expenses of the Company totalled $395,000, including salaries and other
compensation of $193,000, employee benefits expenses of $44,000, occupancy and
equipment expenses of $50,000, professional and other outside services of
$58,000, and other expenses of $50,000.
On August 18, 1998, the Company also formed its first affilate company,
Commerce Mortgage Company, LLC, which operates through an office in Gainesville,
Georgia. The Company invested $250,000 for a 50% interest in the mortgage
company. Commerce Mortgage Company's primary business is sub-prime mortgage
lending. Commerce Mortgage Company originates, packages, and sells on a
service-released basis, but it is not a portfolio lender. The sub-prime lending
market focuses on the those homeowners that are looking to use the equity in
their home for debt consolidation. Another area of business is the potential
home buyer who may have less than the A1 credit that is required for the
traditional conforming loans. For the three month period ended September 30,
1998, the
<PAGE> 10
Company's share of the financial results of Commerce Mortgage was a loss of
$(23,000).
YEAR 2000 READINESS
Like many financial institutions, the Company and the Bank rely upon
computers for their business operations and for information systems processing.
There is concern among industry experts that on January 1, 2000 computers will
be unable to "read" the new year and there may be wide spread computer
malfunctions. The Company and the Bank generally rely on software and hardware
developed by independent third parties to provide the information systems used
by the Company and the Bank. Presently the Company is obtaining and assessing
test results from these third parties to determine reliability and adequacy
towards satisfying Year 2000 related requirements. Based on information
currently available, management does not believe that the Company or the Bank
will incur significant costs in connection with the year 2000 issue. Management
at this time estimates that direct project costs should not exceed $20,000.
However, Year 2000 costs are difficult to estimate, particularly since the
Company relies largely on outside service providers for its computer hardware
and software products, and total costs could exceed this amount substantially.
Nevertheless, there can be no assurances that all hardware and software that
either the Company or the Bank uses will be Year 2000 compliant, and the Company
cannot predict with any certainty the costs the Company or the Bank will incur
to respond to any Year 2000 issues. Further, the business of many of the Bank's
customers may be negatively affected by the Year 2000 issue, and any financial
difficulties incurred by the Bank's customers in solving Year 2000 issues could
negatively affect such customers' ability to repay any loans which the Bank may
have extended. Therefore, even if the Company and the Bank do not incur
significant direct costs in connection with responding to the year 2000 issue,
there can be no assurance that the failure of delay of the Bank's customers or
other third parties in addressing the Year 2000 issue or the costs involved in
such process will not have a material adverse effect on the Bank's business,
financial condition and results of operation. The Bank is currently working to
enhance Testing Methodology and Y2K Contingency Plan and all testing is expected
to be completed by mid-1999. Various members of the senior management of the
Bank are working on the Year 2000 issues.
<PAGE> 11
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company or
any of its subsidiaries is a party or of which any of their property is the
subject.
ITEM 2. CHANGES IN SECURITIES.
(a) Not applicable.
(b) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to security holders for a vote during
the three months ended June 30, 1998.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
(a) Exhibits.
<S> <C>
3.1. Articles of Incorporation*
3.2. Bylaws*
4.1. See Exhibits 3.1 and 3.2 for provisions in the Company's
Articles of Incorporation and Bylaws defining the rights of
holders of the Common Stock*
4.2. Form of Certificate of Common Stock*
5.1. Opinion Regarding Legality*
10.1. Letter of Employment dated November 18, 1997, between the
Company and Louis J. Douglass, III*
10.2. Line of Credit Agreement dated August 27, 1997, between The
Company and The Bankers Bank*
10.3 Lease Agreement dated October 14, 1997, between the Company,
as lessee, and Regent Paces Ferry Office I, Inc., as lessor*
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
(a) Exhibits.
<S> <C>
10.4 Form of Escrow Agreement among the Company, Banc Stock
Financial Services, Inc., and The Bankers Bank*
10.5 Phoenix International Ltd., Inc. Software License Agreement*
10.6 Letter of Intent dated February 20, 1998 between the Company
and Banc Stock Financial Services, Inc.*
10.7 Form of Underwriting Agreement among the Company and Banc
Stock Financial Services, Inc.*
23.1. Consent of Independent Public Accountants*
23.2. Consent of Nelson Mullins Riley & Scarborough, L.L.P. (appears
in its opinion filed as Exhibit 5.1)*
24.1. Power of Attorney*
27.1. Financial Data Schedule (for electronic filing purposes)
99.1 Press Release dated August 17, 1998 to announce Commerce
Mortgage Company, LLC. (incorporated by reference in the
Company's Form 10QSB filed for period ended June 30, 1998)
</TABLE>
- ----------
* Incorporated by reference in the Company's Registration Statement on Form
SB-2, File No. 333-41545.
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed by the Company during the
quarter ended September 30, 1998.
<PAGE> 13
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SOUTHEAST COMMERCE HOLDING COMPANY
Date: November 13, 1998 By: /s/ Richard A. Parlontieri
---------------------------- ------------------------------------
Richard A. Parlontieri
Chairman and Chief Executive Officer
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
3.1. Articles of Incorporation*
3.2. Bylaws*
4.1. See Exhibits 3.1 and 3.2 for provisions in the Company's
Articles of Incorporation and Bylaws defining the rights of
holders of the Common Stock*
4.2. Form of Certificate of Common Stock*
5.1. Opinion Regarding Legality*
10.1. Letter of Employment dated November 18, 1997, between the
Company and Louis J. Douglass, III*
10.2. Line of Credit Agreement dated August 27, 1997, between The
Company and The Bankers Bank*
10.3 Lease Agreement dated October 14, 1997, between the Company,
as lessee, and Regent Paces Ferry Office I, Inc., as lessor*
10.4 Form of Escrow Agreement among the Company, Banc Stock
Financial Services, Inc., and The Bankers Bank*
10.6 Phoenix International Ltd., Inc. Software License Agreement*
10.6 Letter of Intent dated February 20, 1998 between the Company
and Banc Stock Financial Services, Inc.*
10.7 Form of Underwriting Agreement among the Company and Banc
Stock Financial Services, Inc.*
23.1. Consent of Independent Public Accountants*
23.2. Consent of Nelson Mullins Riley & Scarborough, L.L.P. (appears
in its opinion filed as Exhibit 5.1)*
24.1. Power of Attorney*
27.1. Financial Data Schedule (for electronic filing purposes)
99.1 Press Release dated August 17, 1998 to announce Commerce
Mortgage Company, LLC. (incorporated by reference in the
Company's Form 10QSB filed for period ended June 30, 1998)
</TABLE>
- ----------
* Incorporated by reference in the Company's Registration Statement on Form
SB-2, File No. 333-41545
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 474,975
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 7,350,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,011,949
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 4,529,612
<ALLOWANCE> (45,000)
<TOTAL-ASSETS> 17,498,164
<DEPOSITS> 4,159,389
<SHORT-TERM> 0
<LIABILITIES-OTHER> 229,158
<LONG-TERM> 0
0
0
<COMMON> 13,736,665
<OTHER-SE> (627,048)
<TOTAL-LIABILITIES-AND-EQUITY> 17,498,164
<INTEREST-LOAN> 38,958
<INTEREST-INVEST> 219,801
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 258,759
<INTEREST-DEPOSIT> 6,555
<INTEREST-EXPENSE> 18,488
<INTEREST-INCOME-NET> 240,271
<LOAN-LOSSES> 45,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 746,884
<INCOME-PRETAX> (551,613)
<INCOME-PRE-EXTRAORDINARY> (551,613)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (551,613)
<EPS-PRIMARY> (.38)
<EPS-DILUTED> (.38)
<YIELD-ACTUAL> 6.24
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 45,000
<ALLOWANCE-DOMESTIC> 45,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
