<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 MARCH 31, 1999
-------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
---------- ----------
COMMISSION FILE NUMBER: 333-45979
UNITY HOLDINGS, INC.
---------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
GEORGIA 58-2350609
- ------------------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
19 SOUTH PUBLIC SQUARE, CARTERSVILLE, GEORGIA 30120
---------------------------------------------------
(Address of principal executive offices)
(770) 606-0555
--------------------------
(Issuer's telephone number
N/A
- --------------------------------------------------------------------------------
(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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of May 1, 1999: 839,211; $0.01 par value.
Transitional Small Business Disclosure Format (Check One) Yes No X
--- ---
<PAGE> 2
UNITY HOLDINGS, INC. AND SUBSIDIARY
- --------------------------------------------------------------------------------
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET - MARCH 31, 1999 3
CONSOLIDATED STATEMENT OF OPERATIONS -
THREE MONTHS ENDED MARCH 31, 1999 4
CONSOLIDATED STATEMENT OF CASH FLOWS - THREE
MONTHS ENDED MARCH 31, 1999 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
PART II. OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 16
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 16
SIGNATURES 17
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITY HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
(Unaudited)
ASSETS
<TABLE>
<S> <C>
Cash and due from banks $ 751,343
Securities available-for-sale, at fair value 350,609
Federal funds sold 7,440,000
Loans 13,268,959
Less allowance for loan losses 166,000
------------
Loans, net 13,102,959
------------
Premises and equipment 1,519,590
Other assets 198,051
------------
$ 23,362,552
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing demand $ 2,908,733
Interest-bearing demand 5,637,740
Savings 1,329,394
Time 6,110,419
------------
Total deposits 15,986,286
Other liabilities 115,959
------------
Total liabilities 16,102,245
------------
Commitments and contingent liabilities
Stockholders' equity
Preferred stock, par value $.01; 10,000,000 shares authorized;
none issued --
Common stock, par value $.01; 10,000,000 shares authorized;
839,211 shares issued 8,392
Capital surplus 8,076,469
Accumulated deficit (824,554)
------------
Total stockholders' equity 7,260,307
------------
$ 23,362,552
============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE> 4
UNITY HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
1999
---------
<S> <C>
Interest income
Loans $ 268,043
Taxable securities 924
Federal funds sold 75,863
Deposits in banks 531
---------
Total interest income 345,361
---------
Interest expense on deposits 79,843
---------
Net interest income 265,518
Provision for loan losses 126,000
---------
Net interest income after provision for loan losses 139,518
---------
Other income
Service charges on deposit accounts 12,362
Other operating income 27,334
---------
39,696
---------
Other expenses
Salaries and employee benefits 240,946
Equipment and occupancy expenses 55,177
Other operating expenses 112,198
---------
408,321
---------
Net loss $(229,107)
=========
Basic and diluted losses per common share $ (0.27)
=========
Cash dividends per share of common stock $ --
=========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE> 5
UNITY HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
1999
------------
<S> <C>
OPERATING ACTIVITIES
Net loss $ (229,107)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 12,924
Provision for loan losses 126,000
Increase in interest receivable (77,655)
Increase in interest payable 51,407
Other operating activities (54,063)
------------
Net cash used in operating activities (170,494)
------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (140,609)
Net increase in Federal funds sold (1,600,000)
Net increase in loans (10,021,921)
Purchase of premises and equipment (129,236)
------------
Net cash used in investing activities (11,891,766)
------------
FINANCING ACTIVITIES
Net increase in deposits 12,427,088
Net proceeds from the issuance of stock 5,000
------------
Net cash provided by financing activities 12,432,088
------------
Net increase in cash and due from banks 369,828
Cash and due from banks at beginning of period 381,515
------------
Cash and due from banks at end of period $ 751,343
============
CASH FLOW INFORMATION
Cash paid during the period for interest $ 28,436
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE> 6
UNITY HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The consolidated financial information included herein is unaudited;
however, such information reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the interim
periods.
The results of operations for the three month period ended March 31,
1999 are not necessarily indicative of the results to be expected for
the full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities".
This statement is required to be adopted for fiscal years beginning
after June 15, 1999. However, the statement permits early adoption as
of the beginning of any fiscal quarter after its issuance. The Company
expects to adopt this statement effective January 1, 2000. SFAS No. 133
requires the Company to recognize all derivatives as either assets or
liabilities in the balance sheet at fair value. For derivatives that
are not designated as hedges, the gain or loss must be recognized in
earnings in the period of change. For derivatives that are designated
as hedges, changes in the fair value of the hedged assets, liabilities,
or firm commitments must be recognized in earnings or recognized in
other comprehensive income until the hedged item is recognized in
earnings, depending on the nature of the hedge. The ineffective portion
of a derivative's change in fair value must be recognized in earnings
immediately. Management has not yet determined what effect the adoption
of SFAS No. 133 will have on the Company's earnings or financial
position.
There are no other recent accounting pronouncements that have had, or
are expected to have, a material effect on the Company's financial
statements.
6
<PAGE> 7
UNITY HOLDINGS, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the financial position and
operating results of the Company and its subsidiary, Unity National
Bank, during the periods included in the accompanying consolidated
financial statements.
Unity Holdings, Inc. was incorporated in Georgia on October 8, 1997 as
a one bank holding company for Unity National Bank. The Bank began
operations as a national bank on November 30, 1998 at its main banking
location in Cartersville, Georgia. On January 4, 1999, the Bank opened
a branch office in Adairsville, Georgia. Because the Bank was not in
operations during the first quarter of 1998, comparative information
for the first quarter of 1998 would not be meaningful and has been
omitted from this discussion. The Company expects to experience losses
until the Bank's assets grow to a point where the assets generate an
amount of revenue from operations that exceed the Bank's fixed costs. A
review of the Company's operating results should be made with an
understanding of its short history.
FORWARD LOOKING STATEMENTS
Certain of the statements made herein under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" ("MD&A") are forward-looking statements for purposes of the
Securities Act of 1933, (the "Securities Act") and the Securities
Exchange Act of 1934, (the "Exchange Act"), and as such may involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to
be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements.
Such forward looking statements include statements using the words such
as "may," "will," "anticipate," "should," "would," "believe,"
"contemplate," "expect," "estimate," "continue," "may," or "intend," or
other similar words and expressions of the future. Our actual results
may differ significantly from the results we discuss in these
forward-looking statements.
These forward-looking statements involve risks and uncertainties and
may not be realized due to a variety of factors, including, without
limitation: the effects of future economic conditions; governmental
monetary and fiscal policies, as well as legislative and regulatory
changes; the risks of changes in interest rates on the level and
composition of deposits, loan demand, and the values of loan
collateral, securities, and other interest-sensitive assets and
liabilities; interest rate risks; the effects of competition from other
commercial banks, thrifts, mortgage banking firms, consumer finance
companies, credit unions, securities brokerage firms, insurance
companies, money market and other mutual funds and other financial
institutions operating in the Company's market area and elsewhere,
including institutions operating regionally, nationally, and
internationally, together with such competitors offering banking
products and services by mail, telephone, computer, and the Internet;
and the possible effects of the Year 2000 issues on the Company.
7
<PAGE> 8
Management's current assessment and estimates with respect to the
Company's Year 2000 compliance efforts and the impact of Year 2000
issues on the Company's business and operations have been included in
the MD&A. Various factors could cause actual plans and results to
differ materially from those contemplated by such assessments,
estimates and forward-looking statements, many of which are beyond the
control of the Company. Some of these factors include, but are not
limited to, representations by the Company's vendors and
counterparties, technological advances, economic considerations, and
consumer perceptions. The Company's Year 2000 compliance program is an
ongoing process involving continual evaluation and may be subject to
change in response to new developments.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, the liquidity ratio of the Bank, as determined
under guidelines established by regulatory authorities, was
satisfactory.
At March 31, 1999, the capital ratios of the Company and the Bank were
adequate based on regulatory minimum capital requirements. The minimum
capital requirements and the actual capital ratios for the Company and
the Bank are as follows:
<TABLE>
<CAPTION>
ACTUAL
-------------------------
UNITY UNITY
HOLDINGS, NATIONAL REGULATORY
INC. BANK REQUIREMENT
------------ ----------- ------------
<S> <C> <C> <C>
Leverage capital ratios 40.87% 40.76% 4.00%
Risk-based capital ratios:
Tier I capital 49.68 49.55 4.00
Total capital 50.81 50.69 8.00
</TABLE>
As the Company continues to grow, the capital ratios will decrease
rapidly to levels closer to, but still in excess of regulatory minimum
requirements.
9
<PAGE> 10
FINANCIAL CONDITION
Following is a summary of the Company's balance sheets for the periods
indicated:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998 INCREASE (DECREASE)
--------------- ---------------- -----------------------------------
(DOLLARS IN THOUSANDS) AMOUNT PERCENT
----------------------------------- -------------- -----------------
<S> <C> <C> <C> <C>
Cash and due from banks $ 751 $ 382 $ 369 96.60%
Securities 351 210 141 67.14
Federal funds sold 7,440 5,840 1,600 27.40
Loans 13,103 3,207 9,896 308.57
Premises and equipment 1,520 1,403 117 8.34
Other assets 198 56 142 253.57
-------------- --------------- -------------
$ 23,363 $ 11,098 $ 12,265 110.52
============== =============== =============
Deposits $ 15,987 $ 3,559 $ 12,428 349.20%
Other liabilities 116 55 61 110.91
Stockholders' equity 7,260 7,484 (224) (2.99)
-------------- --------------- -------------
$ 23,363 $ 11,098 $ 12,265 110.52
============== =============== =============
</TABLE>
As indicated in the above table, the Company's total assets grew at a rate of
110.52%. This high rate of growth is not uncommon for a de novo bank.
Significant deposit growth of $12,428,000 was invested primarily in loans and
Federal funds sold. The Company's loan to deposit ratio at March 31, 1999 was
83.00% as compared to 91.22% at December 31, 1998 which is primarily a
reflection of the short amount of time in which the Company has been in business
and the rapid growth that the Company has experienced during this time.
10
<PAGE> 11
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999
Following is a summary of the Company's operations for the period indicated.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
-----------------
1999
-----------------
(DOLLARS IN
THOUSANDS)
-----------------
<S> <C>
Interest income $ 345
Interest expense 80
Net interest income 265
Provision for loan losses 126
Other income 40
Other expense 408
Net loss (229)
</TABLE>
The Company's net interest income was $265,000 during the first quarter of 1999.
The Company's net interest margin increased to 7.01% during the first quarter of
1999 as compared to 4.88% for 1998. The increase in the net interest margin is
due primarily to the significant loan growth and related loan fees.
The provision for loan losses was $126,000 during the first quarter of 1999.
This amount is due exclusively to loan growth. The Company's reserve for loan
losses amounted to 1.25% at March 31, 1999 as compared to 1.23% at December 31,
1998. The allowance for loan losses is maintained at a level that is deemed
appropriate by management to adequately cover all known and inherent risks in
the loan portfolio. Management's evaluation of the loan portfolio includes a
continuing review of loan loss experience, current economic conditions which may
affect the borrower's ability to repay, and the underlying collateral value.
This evaluation is inherently subjective as it requires estimates that are
susceptible to significant change. Ultimately, losses may vary from current
estimates and future additions to the allowance may be necessary. Thus, there
can be no assurance that charge-offs in future periods will not exceed the
allowance for loan losses as estimated at any point in time.
11
<PAGE> 12
Information with respect to nonaccrual, past due and restructured loans at March
31, 1999 is as follows:
<TABLE>
<CAPTION>
MARCH 31,
---------------
1999
---------------
(DOLLARS IN
THOUSANDS)
---------------
<S> <C>
Nonaccrual loans $ -
Loans contractually past due ninety days or more as to interest
or principal payments and still accruing -
Restructured loans -
Loans, now current about which there are serious doubts as to the
ability of the borrower to comply with loan repayment terms -
Interest income that would have been recorded on nonaccrual
and restructured loans under original terms -
Interest income that was recorded on nonaccrual and restructured loans -
</TABLE>
It is the policy of the Bank to discontinue the accrual of interest income when,
in the opinion of management, collection of such interest becomes doubtful. This
status is accorded such interest when (1) there is a significant deterioration
in the financial condition of the borrower and full repayment of principal and
interest is not expected and (2) the principal or interest is more than ninety
days past due, unless the loan is both well-secured and in the process of
collection.
Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.
12
<PAGE> 13
Information regarding certain loans and allowance for loan loss data through
March 31, 1999 is as follows:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
----------------
1999
----------------
(DOLLARS IN
THOUSANDS)
----------------
<S> <C>
Average amount of loans outstanding $ 8,552
================
Balance of allowance for loan losses at beginning of period $ 40
================
Loans charged off
Commercial and financial $ -
Real estate mortgage -
Instalment -
----------------
-
----------------
Loans recovered
Commercial and financial -
Real estate mortgage -
Instalment -
----------------
-
----------------
Net charge-offs -
----------------
Additions to allowance charged to operating expense during period 126
----------------
Balance of allowance for loan losses at end of period $ 166
================
Ratio of net loans charged off during the period to
average loans outstanding -%
================
</TABLE>
Other income was $40,000 for the first quarter of 1999, consisting of $12,000 of
service charges on deposit accounts, $19,000 of mortgage origination fees, and
$9,000 of other miscellaneous fees.
Other expenses were $408,000 for the first quarter of 1999. Salaries and
employee benefits of $241,000 was the largest component of total other expenses.
The Company has recorded no provision for income taxes due to cumulative net
operating losses.
The Company was in the preliminary stages of organization as of March 31, 1998.
Therefore, statements of operations and cash flows for the period ended March
31, 1998 are not presented.
13
<PAGE> 14
YEAR 2000 DISCLOSURES
Like many financial institutions, we rely on computers to conduct our business
and information systems processing. Industry experts are concerned that on
January 1, 2000, some computers may not be able to interpret the new year
properly, causing computer malfunctions. As described in more detail below, we
have developed and are executing a plan to insure that our computer and
telecommunication systems do not have these Year 2000 problems and we do not
anticipate that the Year 2000 issue will materially impact our business or
operations. We rely on third party vendors to supply our computer and
telecommunication systems and other office equipment, and we also rely on a
third party to process our data and account information.
We have prepared a comprehensive Year 2000 plan to monitor and insure the Year
2000 compliance of our third party vendors of computer and telecommunication
systems, data processing services, and other office equipment. We have budgeted
$12,000 for the execution of this plan and the plan calls for us to have all
systems in place and be fully Year 2000 compliant by August 31, 1999, although
the plan calls for us to continue to monitor the situation through the end of
the year and beyond. We are executing this plan under the supervision of our
chief financial officer and vice president of operations, with oversight from
our board of directors. Under the plan, we have completed our investigation of
the Year 2000 readiness testing of each vendor that provides a mission critical
system or service to our company. The results of our investigation have been
reported to and approved by the Board of Directors. Satisfactory testing of
internal systems has been substantially completed with all remaining testing to
be completed by August 31, 1999.
The Intercept Group, Inc. provides our mission critical computer software and
data processing services. The Intercept Group is a well-established company and
provides computer systems and data processing services to hundreds of financial
institutions throughout the United States. The Intercept Group has tested its
systems for Year 2000 issues. Rather than test all of its customers
individually, the Intercept Group, like other vendors, tested its systems on
selected financial institutions which run its systems under a variety of
conditions and configurations. The purpose of this selective testing was to
avoid the prohibitive cost and expense of testing every installed system, while
still providing a high level of comfort that its systems will perform under all
conditions. The Intercept Group has completed testing its systems for Year 2000
readiness as well as loan and deposit platform systems that interface with their
data processing system. The results of all testing have been reviewed by us and
approved by our Board of Directors.
Our Year 2000 plan extends to our other less critical vendors as well, including
telephone systems, credit card processors, and suppliers of office equipment
such as copy and fax machines. Under our plan, we are reviewing the test
results, assurances and warranties of all of these vendors, and will be
satisfied that all systems provided are Year 2000 compliant before the end of
August 1999. Based on our review of our vendors' systems and Year 2000 testing
results to date, we do not believe that any of them will have any significant
Year 2000 problems. The Office of the Comptroller of the Currency and the FDIC
are also monitoring the Year 2000 readiness of the banking industry.
Our agreements with each of our vendors, including the Intercept Group, do and
will include contractual assurances and warranties regarding Year 2000
compliance. Some of these warranties are limited by disclaimers of liability
which specifically exclude special, incidental, indirect, and consequential
damages. These limitations could limit our ability to obtain recourse against a
vendor who is not Year 2000 compliant by excluding damages for things such as
lost profits and customer lawsuits. We have evaluated our worst case scenario
based upon conclusions derived from Year 2000 readiness testing and review and
developed contingency plans in case Year 2000 issues arise. Based on the
information currently available, we do not believe that we have much Year 2000
exposure and believe that we will be able to continue to operate the
14
<PAGE> 15
business if one or more of our vendors experience unanticipated Year 2000
problems, although we cannot eliminate the risks of these problems.
Our customers may also have Year 2000 issues. Such issues could disrupt certain
businesses with high Year 2000 risk and affect their deposit balances and their
ability to repay their loans. We have identified and reviewed customers with
significant credit exposure and deposit balances. This investigation has
revealed no significant exposure to Year 2000 issues by our customers although
we understand that it is very difficult to accurately assess the Year 2000
readiness of any particular borrower or depositor. Additionally, there may be a
higher than usual demand for liquidity immediately prior to the century change
due to deposit withdrawals by customers concerned about Year 2000 issues. To
address this possible demand, we plan to have a substantial portion of our
investment portfolio in readily accessible funds during this time frame.
The Company is not aware of any known trends, events or uncertainties, other
than the effect of events as described above, that will have or that are
reasonably likely to have a material effect on its liquidity, capital resources
or operations. The Company is also not aware of any current recommendations by
the regulatory authorities which, if they were implemented, would have such an
effect.
15
<PAGE> 16
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K
None
16
<PAGE> 17
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
UNITY HOLDINGS, INC.
(Registrant)
DATE: May 13, 1999 BY: /s/ Michael L. McPherson
------------ --------------------------------------------
Michael L. McPherson, President and C.E.O.
(Principal Executive Officer)
DATE: May 13, 1999 BY: /s/ James D. Timmons
------------ --------------------------------------------
James D. Timmons, CFO
(Principal Financial and Accounting Officer)
17
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 751,343
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 7,440,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 350,609
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 13,268,959
<ALLOWANCE> 166,000
<TOTAL-ASSETS> 23,362,552
<DEPOSITS> 15,986,286
<SHORT-TERM> 0
<LIABILITIES-OTHER> 115,959
<LONG-TERM> 0
0
0
<COMMON> 8,392
<OTHER-SE> 7,251,915
<TOTAL-LIABILITIES-AND-EQUITY> 23,362,552
<INTEREST-LOAN> 268,043
<INTEREST-INVEST> 924
<INTEREST-OTHER> 76,394
<INTEREST-TOTAL> 345,361
<INTEREST-DEPOSIT> 79,843
<INTEREST-EXPENSE> 79,843
<INTEREST-INCOME-NET> 265,518
<LOAN-LOSSES> 126,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 408,321
<INCOME-PRETAX> (229,107)
<INCOME-PRE-EXTRAORDINARY> (229,107)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (229,107)
<EPS-PRIMARY> (0.27)
<EPS-DILUTED> (0.27)
<YIELD-ACTUAL> 7.01
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 40,000
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 126,000
<ALLOWANCE-DOMESTIC> 126,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
